The Marvelous Justice League
by Spartan of Chaos
Summary: What would happen if the Marvel Universe and the Animated DC universe were melded together? Well, we're about to find out! Join the likes of Spider-Man, Captain America, and others as they join the Justice League in their battles to save the world! Original story by max3833.
1. Chapter 1

_**Disclaimer: I do not own anything I use; I am just a humble fan fiction writer.**_

* * *

Peter Parker was not in a good mood.

No, that did not even describe how he felt at the current moment. He had once again missed the bus, and was now having to run behind it. And of course, today just happened to be the day that they were headed to the big "Wayne and Stark Science Study".

After several minutes of running behind the bus, he managed to catch it. He sighed as he heard the snickers of his classmates. They were the ones, who spurred the Bus driver to move more quickly, leaving him behind in the dust. Honestly, why is it always fun to pick on the nerd?

As he sat on the bus, and adjusted his glasses, he suddenly heard a buzzing sound. The buses radio, which was usually used to listen to popular radio stations.

"We have a special announcement from the UN," The announcer said, "Senator Carter has finally pushed through his proposal for full world wide Atomic weaponry. We now go live to the senator talking about his success."

The radio buzzed, when suddenly they heard the voice of the Senator, "This is a momentous day for all of the Earth, as now peace and prosperity are far closer for all. Of course, we could have not accomplished this without the help of the one and only Superman. He is already heading to the north pole, hoping to disarm a large stockpile of weapons there."

Peter sighed, as he barely heard any of the announcement. The entire time, his classmates had been talking about gossip instead of listening to the news. This topic had just been talked about in Government yesterday, and of course, he had been among the only ones to actually give a presentation.

The bus skidded to a stop, right in front of New York Science Expo. Two of the four biggest companies in the world, Wayne Enterprises and Stark Industries, were currently holding this meeting of minds to try and help find new methods of bioengineering and new forms of green energy. The fact that the two playboy owners had a friendly rivalry, so this was also seen as a way to show off to the competition.

Peter smiled as he walked around the exhibits. As some of his classmates seemed confused by the scientific explanations, he was in his element. The test tubes, beakers, electric wires, this, next to his house with Uncle Ben and Aunt May, was wear he was most comfortable.

As he walked around to the insect exhibit of Wayne industries, two men who were watching the expo from a giant room above the main floor.

* * *

"Brilliant idea Bruce," said a man with a goatee and well cut suit, the playboy Tony Stark, "if we work together, our departments can slaughter Osborne and Luthor on Wall Street. Too bad I have to leave the party for that demonstration in the Middle East."

Next to him, sitting down in a thinking position, was Bruce Wayne. The two were both in their late twenties, and both considered amount the most powerful men in the world. They were both also known for their promiscuous lifestyles. The party life seemed to dominate them, and both of their main competitors had written them off as nothing more than rich heirs listening to a board of trustees. This of course was not true, but it was better to keep that appearance up for the sake of causing their opponents to underestimate them.

But while Stark was grinning like a mad man, happily sipping on a martini, Bruce had a small scowl covering his face. He had just finished listening to the radio, and something did not seem right. It seemed odd that they would begin to disarm, especially after the messages he had just received from space. If only he had had the time to go over the messages before those "technicians" had destroyed the machine.

It was also strange how Clark had been hit by some strange trance while they were there. Just as he was about to make his next plan, something splashed him. He growled, as he turned to Tony, a now empty Martini glass in hand. The fact that his rival was laughing his face off did not help Bruce's mood.

"Bruce," Stark laughed obnoxiously, "where is that fun loving, hard partying guy I have heard so much about? That's the reason I picked to have this expo with you instead someone else, I thought we would be able to relate and have a good time."

"Sorry," Bruce said, slipping back to his alter ego, "I was just thinking about the news from the U.N."

"But I thought you hated guns?" Stark asked curiously, "Wasn't that the reason your deal with Lexcorp fell through?"

"That's beside the point," Bruce said, "what I don't get is why the government would agree to this. After Darkside's last invasion, I thought they would be stockpiling for assurance. Besides, you sell guns to the military, and I work with you."

"First of all, that is for the US only, and second, why should we worry," Stark said, "after all, no matter what, Superman is there to protect us, right?"

Bruce Wayne, alias Batman, just stared out at the auditorium, mind buzzing with the questions caused by the previous night.

* * *

Peter meanwhile, was quietly listening to the speech about the newly designed spiders. He couldn't believe that these geniuses were able to create whole new species with just the small pieces of DNA from other spiders. Well that and a whole lot of radiation.

He silently took pictures of each of the spiders, hoping to use them in the school newspaper. That was if they actually gave enough time to look at his photos, instead of just tossing them away.

As he walked to a nearby wall, he began to flip through the photo's he had taken. As he looked over the photos, he began to wonder how Uncle Ben and Aunt May were doing. It seemed like every day, he asked himself this, and the question only grew by the day. He was nearly halfway through senior year, and if he left, what would happen to his beloved Aunt and Uncle.

As he pondered this, he did not notice a small spider, one with blue and red markings, begin to crawl down the wall behind him. The spider, cautiously, carefully, scurried near the teen. With one quick leap, he landed on Peter's shoulder. As if some being of greater power was guiding it, the spider crawled down the boy's arm, onto his hand, and, by the grace of god, sunk it's fangs into his skin.

"OW!"

* * *

Superman smiled as he lifted the next nuclear missile high into the air. This was the fifth missile they had found deep inside the secret S.T.A.R. base. It had been the best place to keep a surprise for the Soviet Union, but now that that particular threat had been neutralized, it was time for disarmament. The world had him now; there was no dispute between countries, no genocidal dictator, and no conquering alien he could not handle.

The soldiers who were helping shift through the storage crates were all shivering. Being in the Arctic Circle, without super powers, was a horrible ordeal. But, they all knew that Superman would never lead them astray, and so they pushed onward.

After several more hours of pushing through the base, and uncovering over a dozen more nuclear weapons, Superman had found the last major door in the facility. As the door creaked open, the platoon trudged forward. As they looked around, they saw-

"Nothing here," the Captain in charge of the expedition said, "Just an old loading dock." Superman began to look over the room. Several small wooden crates were lined near the walls, but nothing big enough to hide anything of too great a magnitude. He then turned his head to the pool in the middle of the floor. This was obviously used by submarines hoping to resupply on their secret mission's around Russia.

As Clark gazed down into the water, he noticed a large pack of ice floating just below the surface. In that ice, was a figure. Clark, surprised, began to use his over powering vision to peer into the ice, and recognized that it was a man.

Without warning, and shocking the soldiers, Superman dove into the water. As the soldiers looked at one another in confusion, Superman again raised to the surface a twenty foot long glacier in his hands.

The men began to come closet to the now grounded ice pack, and finally saw what had interested Superman.

"Man," one private said, "poor sucker has been frozen in there for who knows how long."

"I think I can tell," The Captain said, "see that," he pointed to a mark on the cloth covering the frozen man, "that looks like as medal of heroism from the French Resistance. This guy has been frozen since World War II."

"Hey," Superman turned to the sergeant, "didn't we bring a special forensic microwave. You know the one that was supposed to help us remove a bomb incase it was frozen in solid ice?" When the soldiers nodded confusedly, he smiled, "bring it here, we might just be able to use it after all."

A look of understanding crossed Captain Nick Fury's face. "Whatever you say sir, get that machine over here or you will be cleaning the latrine for the next year soldiers!"

"Yes Sir!"

* * *

"How the hell do I get in these situations?" Peter asked himself. That stupid spider had just had to bite him, didn't it! At first, the changes seemed great, he no longer needed glasses, he could move faster, and he was strong enough were Head Coach Walker had actually complimented him on his improvement at the bench. True, he had only done a set of ten two hundred pound reps, but for a guy who had yet to lift one hundred fifty pounds, that was incredible. The best part was, it did not even tire him out.

But, that was when things started to get strange. First, he had known when Flash Thompson, the jock that everyone looked up to, tried to punch him after science. It was freaky, but somehow, he knew exactly when every punch and kick from the larger teen was coming, and then, with one kick, he sent flash tumbling.

Not that he didn't enjoy humiliating that over confident jerk, but the ability to sense Flash's punches had weirded even him out. So, he left school early, claiming a stomach ache. One of the few students that the faculty actually trusted, they let him go home early. He had just gotten out when he noticed how weird the hairs on his hands looked. The looked more like steel hooks than hair. So, being the ever hard working science student that he was, he put his hand on a wall to see what would happen. He did not expect to find himself capable of climbing walls. One thing lead to another, and soon he was jumping across the roof tops of Queens. Soon, he had found that he could shoot webs from his wrists by moving his fingers into a certain position.

So, when he heard about how Uncle Ben and Aunt May were going to start to need some money to pay for the tax bill in placed by the new disarmament law, he thought it would be wise to go and get some to help them. So, when he heard on the radio that some company was offering three thousand dollars to last three minutes in the ring with some man known as Crusher Hogan. He probably should have known that it was a bad idea the instant he heard that name.

Now, while he was jumping and flipping his way around the cage, dodging the far larger man, he was also feeling bad about yelling at his Uncle Ben. The poor man had just been worried about him, and he had to go and mouth off to him. Maybe he would take his uncle out to a nice dinner to present the money to them. It would all be worth it when the money was paid off.

With one quick swoop, he jumped down, and then landed a swift kick in the jaw on the fighter, causing the man to collapse in a heap. The crowd roared, as the cage was dropped. The announcer, out of breath, lifted his arm in triumph.

"Let's here it for Spiderman!"

* * *

Tony Stark was infamous for his partying lifestyle. Some said that any dollar he mad with his company was later being used for a mimosa that very same night. But, as Bruce Wayne knew and cultivated, nobody expected anything special from a party boy. Tony Stark, unlike what any normal person would assume, was an engineering genius. And now that he was currently stuck in Afghanistan, heart now running artificially, working on weapons for the Taliban.

He was lucky that the Dr. Yinsen. Now, secretly, they were working on a special new suit that would help them escape and defeat this band of terrorists. Suddenly, the door slammed open, as two guards entered the room, sneering at the men.

"The boss is giving you twenty four hours to finish your work," the leading man said, "If not, we will just have to see if you can work faster with only one leg." The tow men slammed the door shut laughing, while the engineers growled at their captors.

"It is a good thing we are finally finished," Yinsen chuckled, pulling the cover from their weapon. It was an incredibly large suit, about the eight feet tall and five feet wide. Tony smiled at his own customizations, a flame thrower and a machine gun. They were going to kick these stupid terrorist's asses.

Suddenly a commotion was heard from the outside of the giant cell/laboratory. Yinsen's eye's widened.

"They must have spotted what we were doing," he said, quickly attaching the machine gun arm to Tony, "Aim at the door when they come through."

As the two guards from earlier rushed through the door, Tony let off a burst of bullets, sending both men to the ground stone, cold, dead. Yinsen cringed when he heard more shouts, running to the men's bodies and picking up one of their AK-47s.

"What are you doing!" Tony screamed, as Yinsen peered through the door.

"Buying you time," he said solemnly, "get that damn suit on and then come and help me." He then let out a war cry, and charged through the door gun blazing. Tony began to hurriedly pile the armor onto his body hearing continual gunfire. Just as he had put the helmet on, the sound stopped. Tony stared in horror when he saw a member of the Taliban rush through the door. In pure fury he threw his fist forward slamming the man's fist into a wall, causing his skull to explode.

Another Taliban member, seeing this from outside the door, screamed, firing wildly at Tony. Dismissively, Tony pointed his left arm forward, and a jet of fire engulfed the extremist. As Stark stomped through the door, he saw the bleeding body of Yinsen lying there, barely held up by the wall. He then saw the older scientist move and twitch, eventually opening his eyes. Tony, relieved to see his friend alive, began to attempt to lift the man onto his shoulder.

"Don't bother yourself with me, my time is already done," Yinsen croaked, his eyes slowly shutting, "Just get out of here and save yourself."

Suddenly bullets began to hit Tony's back, and with a fury he turned to see three terrorists standing there with machineguns. He suddenly threw himself at them, crushing the first one with a devastating kick. The other two were rushing towards the door that lead out of the cave were the prison was located, and as the first one got out, he closed the door.

At least twenty men gathered around the door, aiming their weapons as the man behind it screamed for mercy. Suddenly, they heard silence. And then, the silence ended when the door exploded from its hinges crushing three men with its weight. Then men opened fire, only to stare in shock when their bullets had no affect on Tony. The man covered in titanium armor aimed his right hand at them, and a small rocket shot towards them, flinging the men in several directions. As Tony looked at the devastated group of militants, he began to use the scouting computer to locate the nearest settlement. He then tapped his heels together, sending him flying into the sky. It was then that he realized that this was truly a prototype.

"HOW DO I STEER THIS DANM THING!" He screamed, as after a mile of zipping across the sky, he crash landed near a mountain town. Luckily, search and rescue helicopters from his company were near by.

Who says being rich and famous doesn't have its perks?

* * *

Superman sighed as the long process of safely melting the ice from the soldier's body was nearly halfway done. He wanted this mission to be over with, so he could begin his next trip of disarmament. Captain Fury had been pressing dozens of buttons, making sure the heater was not going too high. If it did, the poor frozen man would actually be soup instead of free.

Suddenly, a buzzing began to sound over the radio. "Come in Captain Fury," the garbled voice of Commodore Liston said, "we will need to get out of here soon. If the ice storm surrounds us, we'll be stuck on this frozen wasteland for the next three months."

Fury angrily grabbed the radio. "Sir, were down here with a man nearly frozen to death, can't you give us more-" he was shocked when suddenly Superman, in an attempt to make the process go faster, began to use his heat vision to heat the surface of the ice. This seemed to speed up the process.

Suddenly, the distance between the surface of the ice and the body of the trapped man began to grow even thinner. One foot… six inches… one inch. In less than ten minutes after the call, the ice had completely melted from the soldier's body. His green outfit was covered in numerous tares, and the man's blond haired appeared to be covered in soot.

"Get him on the ship," Superman said, and soon the entire platoon of privates was picking up the man and moving him. Suddenly, a clang hit the floor. Super man turned. It was a shield. The shield was covered in red and white stripes and white stars over a blue heading. Superman did not know what to make of the shield, especially one with such a large dent in the middle. But he suddenly saw the look on Nick Fury's face.

"Well, Superman," the captain said jokingly, "Looks like we just solved a sixty year mystery. The case of 'what ever happened to Captain America'?"

* * *

"I can't believe he's gone."

Peter Parker, face covered in a red mask, sat on the edge of the Empire State Building. Tears were pouring out of his eyes. It was all his fault. He had let that robber get away. He was so angry about that producer cheating him, he allowed a criminal to escape. If he had just stopped the criminal, than Uncle Ben…

He remembered the last words that his uncle had said to him. "With great power comes great responsibility." It was so cheesy. Too cheesy, but it was true. He had let his uncle down. Now, he would never let it happen to any one again.

"You hear that world!" Peter shouted into the darkness of the night, "There is a new hero in town, and his name is Spiderman!"

Steve Rodgers groaned. As he began to open his eyes, the light nearly fried his retina, as he moved his arm to cover him. Suddenly a voice began to talk to him. At first, he could not understand. Had he been captured by the Nazi's or was he being held hostage by the Russians! But, soon, after the ringing in his ears began to die, he could begin to make out English words. Yes! He could here an accent like his home in New York. He had been found by Americans!

Superman was surprised when the man that only three hours earlier had been frozen for several hours leaned up to an upright sitting position. "Who are you?" the World War II veteran asked the soldiers and sailors currently manning the ship. The USS Metropolis was a Heavy Cruiser, so it was capable of carrying the entire military force dispatched from the mission, though it would have been unable to escape from the ice if it had been caught.

"Sir, I am Captain Nick Fury," Nick said astonished, "It is honor to meet you, Captain Steve Rogers. Or should I say, Captain America?"

Steve chuckled, "I can't believe that I'm actually called that. Man, lucky you guys found me so quickly, or else the government might have dubbed some new super soldier that. How many months has it been since I went missing?" he asked well naturedly, before adding, "I'm sure my squad mates are worried about me."

Steve did not like the uncomfortable looks that covered the faces of the soldiers, and the downcast face of Nick Fury.

"Sir, I don't think any of your squad mates are even still alive," Superman, speaking from what he knew of his adopted planet's history said.

"They were all killed?" Cap asked in horror, only for Nick to shake his head.

"Sir, it has been over seventy years," Fury said, "It's now 2017."

Captain looked sadly to the ground. Poor Bucky. To believe that all of his friends were dead and gone frightened him. He couldn't believe that Logan was gone though, that man from Canada was indestructible.

After an awkward silence, he turned to them. "So," he asked, "What happened after I went missing?"

"Well," Fury said, "we beat the Nazi's, forced the Japanese to surrender, and withstood a forty year cold war to see the Soviet Union collapse."

"That's good," Steve said with the sides of his lips rising slightly.

"Oh, and we are just about to begin a world wide disarmament of all the missiles in the world," Superman added proudly.

"Wait, WHAT!"

* * *

"Good evening," a young man with brown hair and a gray suit, "This is Snapper Carr reporting. It has been six months since Senator J. Allen Carter's dramatic disarmament plans had been ratified."

The screen flashes to Superman, now pulling the heads off of Warheads in a warehouse. "While Superman has been working around the clock to disarm hundreds of deadly warheads, feelings about the bill have continued to grow more polarized by the day."

"SUPERMAN RULES!" a young man in a beanie cap shouts to the camera. A crowd begins to cheer behind him.

"Among those who have put their support behind the bill include former weapons mogul, Tony Stark, who had a change of heart after a trip to the Middle East."

"I have stopped all weapons production, because when I was in Iraq, I saw what can happen with my weapons," Tony speaks sadly into a microphone, "My escort made of brave servicemen and women was slaughtered by terrorists who used my tech to attack us. I never again want to be responsible for the death of another American soldier who is out their bravely fighting for our country."

"There are those who remain skeptical, however."

"Look," a man in a bright red suit with lighting bolts covering it said cockily, "The big guy's heart is in the right place, but give me a break. I'm the fastest man alive," He suddenly flashes off the screen, bursts behind the reporter, touches his shoulder, zips away again, and then reappears where he originally was, leaving the reporter very confused, "and even I can't be five places at once."

"Among the harshest critics of the plan is Captain America."

Steve appears in a new Red and Blue outfit, with a white Star on his forehead. "I understand that Superman is a great man. He is a good person, and his heart is in the right place, but he needs to realize that even in peace, it is wise to prepare for war."

"Captain America, after being honorably discharged from the US army and receiving many awards, including the Medal of Honor, has begun to live quietly in a small home in the Bronx, only a few blocks away from Yankee Stadium. He was honored by being allowed to through the first pitch of the New Year for a full house at the house that replaced the house the Ruth built, and is now among the strongest supporters of the Republican Party."

"Even with the pessimism of his fellow hero's, I personally know that I will sleep better at night, knowing that Superman is watching over us."

* * *

Clark Kent smiled as the TV broadcast flipped off. He smiled, gulping down the last ounces of his water, before laying down his head on a pillow, and drifting off to sleep.

One…two…three..

"AHH!"

Wow, three and a half seconds, a new record for visions attacking a hero.

* * *

Peter Parker was now in an even fouler mood. Why, dear reader you may ask? Well he had just graduated from High School, and his intelligence had gotten him several scholarship offers, which surprised Peter because he had practically worked through the second half of the year on coffee, considering his many nightly escapades to stop crime. But, unfortunately, none were in New York. He couldn't just Leave Aunt May alone. She had no income and they were the last family each of them had.

But right now, that silence was broken by the giant crashing fireball, which had just slammed right past him while he had been web slinging. He had barely gotten away, and was now watching the action; he suddenly saw the blue and red form of Superman arrive near an ambulance. Luckily, the only one hurt was the man in Superman's arms.

"Medic," Superman cried, dropping down to the doctors, "you take care of him, and leave the rest to me." As he flew off, the medic turned down to Batman. Gently, she attempted to remove the mask from his face. Her hand was soon caught in a vice grip.

"Don't even think about it," Batman said calmly, as the medic stared at him dumbfounded.

While Batman was continuing his attempt to freak out everyone he comes in to contact with, and succeeding, Superman was having a hard time with a giant invader, firing laser bolts at him. The fact that the bolts sent him flying backwards did not breed comfort. Spiderman groaned under his mask. Here he goes again.

The invader was nearing another car, only to suddenly stop for a second. Something did not seem right. With what little intelligence it had, it turned its one great eye downward, and it would have widened if it could. Its legs were tied up in some kind of weird web!

"Hey one eye!" the invader turned upwards, only to be sent backwards in a heap by a powerful kick from a blue and red blur, "You don't seem to have good eyesight. I know an optometrist who might be able to help you with that!"

The man in red and blue, who was surprisingly not Superman, turned to the crowd. "Don't worry everyone, just your friendly neighborhood Spiderman dropping in for a bit. Once I take care of this big guy, everything will be just fine." As he said this, a blast came from the creature's eye, sending him flying into the sky. Every one watching, whether on the street or on TV, would have sweatdropped. Unfortunately, only the Japanese are capable of that feat.

As Superman removed the rubble from his shoulders, he was suddenly attacked again by strange visions. Suddenly, he turned away from the invaders, and sped off. Batman, who was currently in his bat jet firing missiles at a large group of invaders. He turned to follow Superman wherever he was headed. Spiderman, noticing that Batman was also flying away, whipped some web around his head, and hit the bat jet. Unfortunately, he failed to realize what traveling behind a plane going at light-speed.

"Some one stop this crazy thing!" he shouted, as the jet zoomed off.

Cap could not believe what was going on. One minute, he is simply reading the paper, the next; he sees his living room wall ruined and a giant three legged creature staring down at him. So that is how he ended up on this long three block long scramble for his life, and for some reason he could not shake this creature!

As he continued to scramble , he noticed a lid of a trash can lying near him. With catlike reflexes, he spun himself near it, grabbed the lid, and tossed it like a discus at the invader. Now, the thing about this trashcan lid, was that it was one of those old metal ones. And, due to the damage the creature and its fellow walkers had caused, this lid had lost the carefully laid rim. So, the lid was more of a saw than normal lid. This of course, had the rather lucky, for Steve, affect of slicing through the creature's leg. As the creature collapsed to the ground, Steve just stared at the affect his throw had had. Until, of course, another of the creatures appeared and fired another of its beams at him. Steve quickly took back to ducking and dodging, this time being forced back towards his own house.

After another few minutes, he arrived in one piece back at his house, losing the walker a few houses back. He began to go through his closet, as his own clothes were ruined. He suddenly heard a car drive up from outside. As he ran outside, and saw the Colonel Nick Fury standing outside the truck.

"Cap, get in," Fury said, "we need you right now."

Steve whistled as he walked down the hall of a new building just outside of New York. This place was pretty high tech. Nick was scowling while the two walked down the hall way.

"As you know, I was promoted to Colonel after finding you," he began, "as such, I was given command of a new agency inside the government, known as the Special Homeland Intervention, Enforcement, and Logistics Division. Also known as SHIELD. We were made just in case anything like this would ever happen after we lost our nuclear missiles. Unfortunately, SHIELD was only started three months ago, so most of our projects are not ready yet. So, we must rely on our only real advancement so far," he stopped at an intercom, "Banner, open the door."

The doors slid open, revealing a thin, frail, brown haired man with glasses staring out at them. "Oh, I am sorry, I was just getting it out for you," the man said in a refined voice. He turned to a cabinet in the wall, and with little effort, opened it up. With care, he pulled out a spandex suit. It had wings on the temples of the head, and a big white star on a blue background on its chest.

"Project Captain America 2.0," Fury calmly explained, "Originally, we planned to make a new Captain America from a similar serum, but like I said, not enough time. So, we have been forced to simply give this new suit and," Banner suddenly pulled out a round red white and blue shield with a white star in middle, "shield. The shield is made from a titanium alloy, far stronger than your old one."

"But, sir," Cap protested, "I'm no longer in the military."

"Which means, that you have complete jurisdiction of your behavior," Banner said calmly, sipping a cup of coffee, "So if you mess up, we can blame it all on you."

"…Wow, thanks for the vote of confidence."

* * *

Spiderman slowly got up. After having traveled over two hundred miles behind a jet, he really felt like taking a break. Unfortunately, duty called, and he was soon following the two more famous heroes down the hallway inside the facility.

He walked behind the two, and was shocked when Superman crushed one very large vault door. Behind the door, was a green man, who was held in place by bracers on his arms and legs.

"What is it?" Batman asked Superman, who walked up to a platform covered in levers.

"Mankind's only hope," Superman said, pulling a lever, allowing the alien to fall from the prison free.

"He has been trying to contact me for the past few months, put that stasis field interfered," Superman said, helping the creature up.

"What's he doing here?" Spiderman asked, finally getting a word in. Sheesh, it was like the two of them were best buds or something.

'The Invasion,' the being told them, though it freaked both Batman and Spiderman that he did it without opening his mouth, 'I came to warn you, but I was captured before I could. They wouldn't listen to me."

"Big Surprise," Batman said, causing Spiderman to gawk.

'I sense you do not trust me, perhaps this will help," as the alien said this, his body began to morph, until he was covered in a small pair of blue shots and a blue cape, and the crest on his head had disappeared.

"My name is J'onn Jones," the maritian said, sticking out his hand to shake Batman's. When Batman refused to comply, J'onn recoiled.

"Sorry," Superman explained, "He doesn't trust anyone."

"A wise policy," J'onn said, walking with Superman towards the exit. Batman followed closely behind them.

"What am I? Chopped Liver!" Spiderman groaned, as he followed the two more seasoned heroes and the alien.

As they finally got outside, the suddenly stopped at the cocking of guns. In front of them were an entire company of marines. All of them aiming their weapons at J'onn. Superman threw his body between the alien and the soldiers.

"Wait, he may be the Earth's best chance of survival," the hero said.

"We know," the commander of the unit spoke calmly, as he and his men began to transform into tall white and gray creatures.

"Wow," Spiderman said, "didn't see that coming!"

* * *

 _ **AN: Alright then, this forgotten story is now back in business. Like max3833 said before, I'm going to try and integrate these two universes the best I can. Now obviously, along with Spiderman, Cap and Iron Man will also join the league. But a few more Marvel characters will join the founding team more than the original story had. Can you guess which characters?**_

 _ **Also, expect more Marvel characters to show up, and some new episodes will revolve around Marvel Villains too. And expect some new additions to the team as well.**_

 _ **Anyway, hope you enjoyed it!**_


	2. Chapter 2

On a hill top in Scandinavia, a tall muscular blond male was sitting Indian style. On his head, was a helmet with small metal wings, upon his chest was silver armor with chain mail armor covering his limbs, and a long red cape. The wind began to blow his hair behind his head, and the man opened his eyes. Dark clouds were growing closer, yet, he did not hear the clash of lightning. This was not a good omen.

"Time for the God of Asgard to go to battle," he said, picking up a giant sledgehammer, "Ragnarok is nigh."

* * *

In a harbor on a small island in the Aegean Sea, dozens of Greek ships silently floated on the surface of the water. A person in a dark purple cloak was walking up the steps into a large building. As the person walked through the building, that person saw a large statue at the end of a hallway. It had a giant woman with an owl sitting on her shoulder. Suddenly, the person removed the top of the cloak, revealing her to be an attractive woman with long black hair. She then reached out to a set of clothing which included a tiara, lasso, and bracelets.

"Forgive me mother," she said, as she began to change.

* * *

In a small tower in the middle of New York, Tony Stark was putting the finishing touches to his newest project. He sat on a stool using a blow torch to fuse the last parts of the circuitry together. He looked outside the great window, onto a burning New York. The walkers were everywhere, and the military was not making any progress. For some reason, Superman was missing, and the creatures were taking full advantage of it. But, Tony was always prepared.

After his adventure in the Middle East, Tony had begun to build a new suit of armor. This time, one that he could actually control during flight. Its weapon system was now upgraded with armor piercing missiles, and his flame thrower was far more powerful. No it was time to take it for a test drive.

"Show time," he said, having placed the red and blue armor on his body. He shot up into the air, and out the skylight into the wild blue yonder.

* * *

"Ah!" Superman moaned as he was sent spiraling into a tank by a shot from one of the invaders. These soldiers were using laser weaponry like the walkers, though on a much smaller scale. Spider-man, Batman, and J'onn were hiding behind an artillery piece, as the creatures continued to fire on them. Batman slowly pulled out a batarang, and pressed a button, causing it to begin to beep.

"Stay down," he ordered, before throwing the explosive weapon. As soon as it reached the other side of the vehicle, it exploded, sending the invaders in numerous directions. As Batman prepared another weapon, Spider-man noticed another alien coming up to attack from behind.

"Look out," Peter said, before throwing a web packet at the creature, sending it sprawling, covered in the disgusting goo.

"We need to get out of here," J'onn said. Suddenly, a truck was thrown towards the aliens, once again sending them scattering. Superman smiled, as J'onn joined him in the air, and Batman and Spider-man jumped into the bat jet. They were soon up in the air, retreating from the base.

"That was close," Superman said, looking back at the base.

J'onn shook his head. "We're not out of this yet," he said, and then pointed toward a nearby valley, "look."

There, dozens of flying invaders were soaring towards them. The fighters began to fire bolts of lasers at the heroes, which they dodged. Superman soon flew himself into the squadron, smashing one of the lead flyers. As he turned around to take another run, one of the flyers turned and slammed him into a cliff with a laser bolt. As Superman struggled to get up, the flyers focused their attention on the other heroes.

Finally, after several minutes, one laser bolt hit the Bat Jet, slicing off one of its wings, causing Spider-man and Batman to go plummeting towards the earth. Just as it appeared that both of them were going to be fired in a fiery explosion, a green light encased them.

"What happened?" Batman asked, before J'onn appeared next to the plane.

"Help has arrived," the Martian said, pointing up, revealing an African American man wearing a green and black out fit, and a giant beam of energy coming out of a ring on his right hand. It was the Green Lantern.

Suddenly, another flyer closed in on GL, a young woman with bird wings and an electric mace charged from a cliff, slamming the mace into the flyer, causing it to explode.

"Hawkgirl," Batman gasped, "What's she doing here?"

Then, another one of the flyers exploded, a bolt of lighting covering, and then detonating it. The blond haired man from Scandinavia flew onto the scene, a hammer covered in electric sparks in his right hand.

"Good you could make it to the party Thor," GL said, before addressing all of the heroes flying around him, "Sorry I'm late, there was an emergency on Oa."

The five heroes capable of flight began to engage what was left of the squadron of invading aircraft. Superman grabbed one of the flyers and threw it into a cliff. GL used the ring to send energy bolts into one of the flyers, crushing it into two pieces. Both Thor and Hawkgirl used their weapons to destroy flyers near them. J'onn caused two of the flyers to blast one another. Just as one flyer was about to sneak up on Superman, it exploded in a fiery inferno. All of the heroes turned to see a man in a metal, red and yellow suit flying towards them.

"I suppose its time for my introduction," the armored man said, "You have been the first, among many, to be saved by the incredible IRON MAN."

This of course caused all of the other heroes to give one another strange looks. This, unfortunately, dropped all of their guard, and one of the flyers decided it had its best chance of defeating them, swooped in. Of course, it did not even come close, because it collided with a super sonic jet. Out from the jet, just escaping before the crash, came a man dressed in red, white, and blue, with a shield with the same colors. As the man landed on one of the cliff edges, he tossed the shield like a discus, and it soon sliced another flyer in half before returning to him.

"Is that Cap?" Green Lantern asked, stunned.

"If you mean Steve Rodgers, then yes," J'onn affirmed, as Captain America gave them a salute, which former marine John Stewart, aka Green Lantern, proudly returned.

Hawkgirl, twisting through one of the ravines, was caught by a small laser blast by the last surviving flyer. As she tried to lift herself up, the flyer began to close in. Suddenly, the black haired woman from the temple swooped down onto the ledge in front of Hawkgirl.

"Allow me," she said calmly, before blocking the flyers bolts with her bracelets reflected the bolts, they were returned strait back at the flyer, blowing it up. Iron Man saw her and wolf whistled.

"What a woman," Tony Stark said. Green Lantern just groaned at the woman. Rookies were popping out of the woodwork.

Batman sighed; as both he and Spider-man just stood and watched the heroes capable of flight dismantle the small squadron of invading aircraft. They suddenly noticed a red streak flying across the snow covered valley.

"Hey Bats," the flash said cockily, running up to Batman and his beloved downed plane, "Did you drop this?" it was what was left of the wing that had been shot off. Suddenly, the seven heroes who had been flying around destroying aliens landed. Flash suddenly noticed the Amazon warrior.

"Wow," the scarlet speedster said aloud, before asking the beautiful maiden, where have you been all my life?"

"Themyscira," she said honestly. Hawkgirl gained a look of enlightenment.

"The legendary home of the Amazons? I thought that was just a myth."

"No, I assure you that it is real as the ground we are standing on," the woman said, "I am Diana; I am princess of the Amazon's. Themyscira is protected by the gods, but I could not stand by while the Earth was destroyed."

After elbowing the smitten Iron Man, Superman walked up to Diana. "It sure was lucky you made it here," he said.

"No," J'onn cut him off, "Not luck, I called her and the others here telepathically."

"Look," Flash said, "I'm usually pretty quick on the uptake, but what the heck is going on." All of the heroes turned their attention to J'onn, who sighed, as he began to tell his story.

"I am from Mars," he began, as we enter flashback mode…

* * *

"These invaders that Earth is dealing with, first came to our planet thousands of years ago."

In a peaceful city with towering skyscrapers, hundreds of J'onn's species walked around the walkways that towered over a red plain.

"It was a golden age, our civilization at the height of its power and prosperity. But then they arrived."

Suddenly, a fiery rock like the one that impacted New York flew through the Martian sky. As they land, they cause horrific damage.

"Where they came from, no one knew, but they were determined to make our planet their own."

A walker strides across the landscape, blasting apart the landscape, looking for survivors. It does not notice the Martian hiding behind a destroyed building however.

"We Martians were peaceful people, and the taking of any life caused us much grief."

The Martian tossed a grenade at the walker, causing the giant firing platform to explode. The Martian just stares at its flaming carcass.

"But we quickly learned the ways of war."

Invaders march captured Martians across the ruined city, to a giant pit. There, they are stored in pods, which cause their life force to be sucked away.

"Finally, a small group of Martian survivors attempted one last desperate assault."

J'onn and about a half dozen other Martians began an attack by throwing a grenade inside an invader stronghold. It blew away several invaders, clearing a path for the Martians. As they began to scout the area, they were fired on by invaders from another level above them. As Martians began to fall, J'onn threw himself behind a pillar and pulled out a special grenade.

"I unleashed a powerful nerve gas which paralyzed the invaders."

J'onn walked among the frozen Invaders, looking upon their immovable forms with glee. His happiness vanished when he saw the bodies of all of his comrades. They had given their lives to insure their victory.

"The invaders were defeated, but the cost was great, I was the only Martian left."

* * *

"I kept watch over them for five hundred years, but then, six years ago, astronauts from Earth awoke them," J'onn continued.

"Wait a minute," Flash interjected, "How come we never heard about this from the astronauts."

"Some pencil pusher in Washington probably said it should be classified information," GL suggested, causing most of the heroes to nod.

"With all the Martians gone," J'onn continued, "The invaders had nothing left to feed on, and came to Earth."

"We got to stop these things before it's too late," Cap shouted, before J'onn shook his head.

"It may already be too late."

Suddenly the radio from the bat jet blared on. "Giant factories… smoke everywhere… no sun… walker killing civilians… where is Superman?"

"It's awful," Diana said. Spider-man just nodded his head before Diana finally shouted, "we need to take out those factories."

"Now hold on sister," Green Lantern growled, "we don't need rookies getting in the way."

"We Amazons are born warriors," Diana seethed, "would you like to test me."

"Look break it up," Superman said.

"No don't, I have five on the princess," Spider-man whispered.

"Logically," Cap intervened, "we should split up into teams of three or four."

Suddenly Flash were standing next to Diana. "Dibs on the princess," he said. She just stared at the others for help.

* * *

Flash, Green Lantern and Iron Man were racing across the sea, all three of them possessing scowls.

"You are no fun!" the the speedster shouted at his green counterpart.

"This isn't about fun," GL scowled, "We have a job to do and it will go smoother without distractions."

"Yeah, yeah."

* * *

The three heroes all arrived at an African Jungle, where a giant factory was pumping out false clouds. Walkers surrounded the factory, wary of any attempt to slow down its production. The three heroes spied down on the operation from a tall cliff, attempting to scope out the situation.

"Alright listen," GL said, "here is the plan."

"Plan," Flash said condescendingly, "I don't need a stinking plan!"

As Flash rushed into the battle, the walkers were unprepared for the assault, and were thrown back by the two directional attacks. As Flash rushed around the valley, however, he hit a small rock, causing a pool of oil to surround him and lock him down. When Iron Man attempted to assist his friend, he was slammed by one of the lasers, and was sent hurtling toward the valley wall, colliding with it in a crunch.

"Fools," GL said, before blasting away one of the walkers, and flying down to provide assistance to the captured hero. The bolts of lasers bounced around him, as he used his ring to cut the substance that was holding the Flash in place.

"Looks like you could use some help," a voice came from the bushes, as two missiles exploded from the shrubbery, and pierced the walkers' heads, killing both of them. Iron Man walked back to the others, a blow torch out in order to help free Flash.

"I sure hope the others are having more hope than we are," GL sighed, as the two got to work.

* * *

At the Sphinx in Egypt, another factory was spewing out tons of fake cloud into the air. A walker walked past the stone monument, where Batman had led a team of J'onn, Cap, Spider-man, and Wonder Woman. The young Amazonian was not handling the hiding well. Instead of being lead by the only just man in her book, Superman, she was set to follow the coward of the night, Batman. She hated not being out their in the field.

"Amazons are fighters, we do not hide and cower!" she shouted in anger, as she punched the Sphinx. This caused pieced of the beast's foot to fall out, thereby causing Spider-man to hide behind the black wearing hero.

"We'll wait until J'onn returns with an advantage of some sort," he said more calmly than any normal hero could expect to.

He was saved from the angry Amazon when J'onn popped out of the ground. "There are no openings;" the Martian said sadly, "the outside is completely blocked."

"Than we'll make an opening!" Diana shouted, as she flew off into the air.

"Not one for subtlety, is she?" Spiderman wittily asked. The others just glared at him. Just as J'onn was about to fly off to assist her, Batman stopped him.

"Let's see what she can do," he explained, as the Amazon proceeded to punch her way through the first walker. Then, using her golden lasso, she hog tied the creature's legs, and caused it to crash into the factory, creating a giant gaping hole in its side.

"There," she said smugly to her comrades, "I have made an opening."

Spider-man whistled as he and the other three male heroes jumped over the fallen monster, only to fall into a hail of lasers courtesy of a large number of alien troopers. Suddenly, the creatures balked and bolted from the scene, taking care to avoid the areas where the sun was shining.

"They run like cowards," Diana commented, as she lead Cap, Spidey, and J'onn on a chase after them. Batman however, noticing the weird behavior of the creatures, looked into the sky at the sun contemplatively. He then followed the others in their assault.

* * *

It was in Metropolis where the final team made up of Superman, Thor, and Hawkgirl were beginning their attack. They had just finished off a walker, and Superman chopped off one of its legs. He then grabbed the leg, and hurled it like a spear at the factory. This broke open the side, allowing the three heroes to rush into the facility.

As the three walked along a corridor, they were fired on from a platform above them. Several dozen shock troops fired dozens of bolts at the heroes, attempting to blow them out off the causeway.

"Stay back!" Superman shouted, "I'll…"

He was cut off when Hawkgirl, completely ignoring his warnings, flew into the crowd of Martians and proceeded to pummel them. The other two were shocked at the woman's ferocity. Soon, all that was left of the invaders was a large pile of grey and white goo.

"Come on," the woman said furiously, "there is a time for words and a time for action."

Superman shrugged at Thor, as they followed the winged woman down the hallway. They continued to walk for some time, appearing to get nowhere. Finally, Thor stopped in front of a wall.

"What are you doing?" Hawkgirl asked.

"I can sense a large power source this way," the blonde man informed them. He then grabbed the wall and literally tore it out of the way. It showed another hallway, which appeared to be going in the direction that the center was located.

"You are not the only one with god-like strength my friend," he said to Superman, as they began to walk down that hall.

* * *

Green Lantern had almost freed his speedy companion from the goo. He continued to mumble to himself, as both of his companions in red made snide remarks. Suddenly, just as they freed Flash, two new walkers had emerged from the factory, and had begun to fire laser bolts at the heroes again.

GL formed a protective barrier around himself as he charged toward the walkers, only to stare in shock when one of the walkers sent a fume grenade that began to choke the hero. Flash, thinking quickly, began to spin his arms rapidly, causing a tornado to blow the smoke away, leaving an unconscious Lantern lying defenseless.

"Uh oh," Flash muttered to himself as the walkers began to close in on them, "got to run!"

"Don't worry!" Iron Man encouraged, "Just leave these babies to me!" Iron man activated a button on his wrist, and steadied himself so that his chest was pointed towards the creatures. Suddenly, a great blast occurred, sending both walkers to the ground in a heap. "Oh right!" the tin can shouted, before realizing that Flash had already abandoned the field. "Hey guys!" he whined, "Wait for me!"

* * *

Superman's team was flying through a set of openings in the corridor they had discovered. The three set down in front of a large doorway, and prepared to set off on foot. Both Thor and Hawkgirl began to hold their weapons more tightly, itching for battle.

"Are you always so ready for a fight?" Superman asked Hawkgirl. She turned angrily at him.

"My home Thanagar is a warlike world," she told him, "there, one must strike first, or they will die."

"Charming," Thor said quite honestly, "Reminds me of Asgard, other than the whole dying thing."

Suddenly, they heard a swooshing sound, and saw that membrane like covers were blocking the holes that lead out of the room they were standing in. As they began to attack the door, gas began to fill the chamber. It was causing all three of them to choke, and when Superman tried to rip open the door, an electrical current ripped through Superman, causing him to fall to the floor in a heap as his companions fell unconscious.

* * *

Wonder Woman couldn't understand it. Before, she had been easily chasing the Martians away from the wall. But here in their stronghold, they could not seem to get past the gooey invaders and they're laser weapons.

"They've blocked us off again!" she shouted with frustration. She fell back to the others, who were trying their best to find cover in the weird structure of the hallway. Spider-man, who had been hit by more than a few lasers, growled at her.

"Tell me something I don't know sister!" he shouted, as he dodged another blast.

"It's almost as they know what we are thinking!" Batman shouted, as he threw another explosive batarang at the Martians, again causing them to fall back, he ran up to J'onn, who he realized was in a trance.

"Superman, Hawkgirl, and Thor are down," he said sadly, "they have failed."

"What!" Wonder Woman wondered loudly.

"This way," the Martian shouted, "we need to hurry!"

The five heroes began a long sprint across the factory, winding through countless passage ways, all behind the leadership of the telepathic Martian. After flying up into another hallway, Batman calmly put on his electric knuckles, in preparation for battle.

"Look," the Martian pointed to a large orange sphere, "it is the central core, we take that out, the whole factory will shut down."

"Sounds easy enough, so who is the distraction?" Spider-man asked eagerly. He was dumbfounded when every one else stared at him.

"The things I do for love," he grumbled, as he swung over to the other side of the great hall and slammed into one of the tiny office spaces where the invaders were working diligently. The chamber erupted in battle, as the heroes proceeded to dismantle whatever the parasites could throw at them. This bought J'onn the time to sneak up to the core, and pull out the main crystal.

"Let's get out of here," Cap said as the five broke for the exit. They all had a large head start, when suddenly, J'onn collapsed. He was holding his head and screaming, as the martians began to close in.

"I'll take the stone," Batman ordered, "You get him out of here!"

As the heroes ran towards the door, a new membrane had begun to form. It would cut off the heroes and their escape route. Wonder Woman and J'onn were the first to make it, followed by both Cap and Spidey. However, just before Batman could reach it, the membrane enclosed the door, trapping him. Suddenly, he heard the cocking of rifles, and turned to see a large contingent of parasites holding lasers at him.

On the other side of the membrane, the heroes were shocked to see great bulges form in the membrane. Just as Diana charged towards the door, J'onn put his hand on her shoulder.

"It is too late," the Martian said. All the others stared at the door sadly. How could the world ever survive without Batman?

* * *

 _ **AN: Done, and done! Hope you like it!**_


	3. Chapter 3

"Sir," Bruce Banner worriedly shouted to Nick Fury, "I think we may have a problem!"

"What now," Fury seethed, as he walked up next to the brilliant scientist. He had been spending nearly the entire day trying to coordinate the resistance to the alien attacks, but he was stretched thin. He did posses what amounted to 500 agents under S.H.E.I.L.D., but he could barely protect the White House with that small number of troops. Thus, he had to leave the main fighting to the army, who possessed nearly no real weaponry capable of harming the parasitic technology. He could not deal with another of Banner's whining sessions right now.

"I have just picked up another unidentified flying object," Banner said, all the while shaking, "and this one is really big."

* * *

Snapper Carr was once again on air. Already he had been twice attacked by the Martians, and now the network was no longer allowing him to go out on the field. Apparently they did not want to risk their star reporter on something like this. Instead, now all he had to do was sit and gain reports from the outside and report them by television. Suddenly, a blast erupted in his ear, and he began to listen to what the message had to say.

"This just in," he said quickly, "another object has been confirmed on its way towards Earth. They predict that it will be roughly five times the size of the other landers. Senator J. Allen Carter had this to say."

The screen flashed to Senator Carter, "In the face of this new development, we are calling on the public to remain calm."

Crack

Ironically, a window in front of the TV that was broadcasting this was smashed open, showing how calm the people really were. Two men were robbing stores, stealing anything they could get their hands on.

"I always wanted one of these," a large blond man said as he took out a small TV.

"But what if we get caught?" a younger man asked fearfully as he looked around for police.

"What difference does it make," the original man said, "the world is coming to an end anyway!"

It was this scene that Wonder Woman and the remains of her contingent were staring at from a rooftop. While ordinarily they would have stopped this robbery, they were too sobered by the loss of Batman and pure carnage of the city below to do any thing about it. People were making graffiti, tearing apart cars, and pushing down people who were in the way for their own escape from death.

"What has happened to the world," Cap said soberly, "I thought I had seen the end of this after the invasion of Germany."

"I wonder if mother was right," Diana said out loud, "They act like un-tamed savages."

"Do not judge them too harshly," J'onn warned, "They act out of fear. My people behaved the same when the Parasites first invaded our world those many years ago."

Suddenly Spidey noticed two rather muscular men trying to move a giant piece of rubble. Their tough exterior betrayed them however, when one of the men shouted out to the rampaging crowd, "Will someone help us, there are kids trapped under here!"

"Will this do," GL said as he used his ring to lift the rubble away from the kids. The two bikers snatched the kids up and ran behind cover.

"Thanks man!" one of the adults said as he carried a young girl to another more stable building. GL flew towards the other heroes, with both Flash and Iron Man close behind him. The three soon were standing directly next to their compatriots.

"Sorry we're late," Jon said, "we had to help some civilians."

"Why did you call us here?" Iron Man asked.

"Superman has been captured," Diana said while pointing at the large factory in the middle of the city, "He is trapped somewhere inside there with Hawkgirl."

"And what about Bats," Flash asked. Cap turned his head downward.

"He acted like a true hero," the symbol of freedom said, "to the very end."

"Wait," Flash blanked, "The Bat is gone."

Wonder Woman nodded sadly. "He was a true warrior. I feel truly sorry for misjudging him."

GL walked up to the rim of the building. "This is not good," he fumed, "We have not only lost Superman, but with Batman dead, we have no de facto leader." He turned to Cap. "Listen sir, I know you are in retirement, but I'm afraid that we are going to have to draft you one last time."

"Don't worry, I have a plan."

* * *

"No respect," Spider-man sighed, as he and Flash were standing out in the middle of the cleared rubble around the factory. Flash could not help but nod his head.

"Don't worry," Cap called from a hiding spot where he and the others were staying, "My plan needs you guys to live, so just distract them long enough so we can make an opening!"

"That's easy for you to say!" Spider-man shouted angrily back, only for him to here the creaking of a walker's limb, and forced to run away.

"Can't believe we are doing this again," Iron man sighed.

"We need to rescue those guys," Cap argued, only for him to look back and see the Martian meditating, "you okay."

"We need to hurry," The Martian said frantically, "The Imperial is coming."

"The what?"

"The Imperial," J'onn explained, "the supreme intelligence that leads these creatures."

"Let's move!" Cap shouted, as he and the others charged across the field as the two decoys continued to be shot at.

"This is so not good!" Spider-man shouted, as he continued to swing in and out of the walkers. He finally managed to land a solid kick on one of them, which sent in hurtling into the other. Flash had also managed to beat his walker by making it shoot a bomb, which blew it off the face of the Earth. The both followed the others, who were just entering the hole that Hawkgirl had blow open earlier for her team's own entry to the factory.

"Which way did the go?" Cap asked.

"This way!" J'onn shouted, as he led the heroes down a corridor that had previously made by the others. The long path seemed devoid of soldiers. In fact, during the entire rush across the halls, they could not find any trace whatsoever of the invaders. Suddenly, they came across a corridor where they heard tow invaders talking.

"Wait here," J'onn said, transforming into an invader, and running up to the others. He pointed down the hall, leading them to the hiding heroes. As they pointed their weapons at the heroes, J'onn smashed his arms into their chests, causing them to fall the ground in pain.

"Come," the Martian ordered.

"Is it just me," Spidey cracked, "Or did I have a weird Alien movie moment. Anyone, anyone?"

* * *

The heroes had continued on their mission for several more minutes, again going through along sector of no invaders being present. As they walked along a high causeway, J'onn paused for a moment.

"We are close now," he said, before pointing at a large and curving inner wall, "They are behind there."

"Stand back," GL said, beginning to cut away the wall with his ring functioning as a knife.

"We haven't much time left," the Martian commented, as he felt the Earth rumble, "The Imperial has arrived in the mother ship."

Suddenly, the wall collapsed to reveal all three captured heroes hanging upside down in weird cocoons. "Great Hera!" Diana shouted, before running to the captured Meta-humans. J'onn hung back for a second, noticing something odd about the situation. Suddenly, the three opened pure red eyes, and the wall that they had broken open closed in a mille-second.

"It's a trap!" GL shouted, as gas began to fill the room. It would not be long before they all were knocked out in the same manner as their allies. The three imposters came down from their holds, and transformed back to their original appearance.

* * *

In a main hub, all the heroes were caught in what appeared to be some weird sticky trap. Superman was sitting next to J'onn, who was still unconscious along with the others. After a few more seconds of prodding, J'onn woke up, and looked around.

"You shouldn't have risked your lives for us," Superman said calmly.

"Would you have done any different for m?" J'onn asked rhetorically, as the others also began to wake. Suddenly, the all turned up ward to see one very proud invader standing above them. Even though he had no face, he still appeared to be very smug.

"Earth's mightiest heroes," the parasite said mockingly, before transforming into the far more familiar face, "welcome."

"Senator Carter," Captain America realized, before growling at the man, "I should have known that Carter's record and his policy didn't match up!"

"Unfortunately," the creature said, "the real Carter never returned from Mars."

"And you used me to do your dirty work, weakening Earth's defenses!" Superman roared.

"You were so eager to cooperate," Carter said, before sneering at the hero, "Thanks to you, the humans were completely defenseless against us."

"It is not over yet," Superman growled.

"Wrong again," Carter laughed, as the Mother-ship let a small ship leave. Then the ship docked in the factory, and opened up itself.

"All hail the imperial," Carter shouted, as a giant black and purple blob emerged from ship. It floated as it approached its troops.

"J'onn Jones," the tentacled monster muttered, "It has been a long time." It used its tentacles to escalate the Martian up to the platform, and then two invaders speared J'onn with electric blades, causing the green man to fall to the ground in pain. He lost his more human form when he fell, and was barely able to bring himself to his knee.

"Much better," the thing laughed, "you have defied us for centuries."

"And I will not bow to any of your kind," J'onn said as he stood up again.

"Then it is time to finish what was begun so long ago," the Imperial said, "elimination of the last Martian."

The thing sent its tentacles forward, ensnaring J'onn. Suddenly, the tentacles began to grow under his skin, and creep through his body. The pain was excruciating, his screams echoing through the halls of the factory. Then the creature pulled J'onn inside his body, where his power was even greater.

"Let go of him you filthy…" Superman muttered as he attempted to break the sticky trap.

"Why do you continue to fight?" the Imperial asked, "You have lost, accept it."

"Have I," J'onn asked with a smirk developing on his face.

"You are hiding something," the Imperial noticed, sending his tentacle closer to J'onn's brain, "what is it? There is something deep with in the recesses of your mind! Is this another of your Martian tricks?"

"Do I sense fear?" J'onn asked, before returning to his human form and shouting, "NOW!"

BOOM!

From a giant explosion on the other side of the room, in fact where the core for the factory was located, stood Batman. He was standing right next to a hole in the red goo protecting the core.

"Batman?" Spiderman asked.

"It can't be," Diana said in shock.

"I hid him so he could not be detected," J'onn said, as Batman placed a small blue device in the core, causing the entire system to change from red to blue.

"What have you done!" Carter asked in fright.

"I reversed the ion charge," Batman said smugly, before zipping away as they tried to blow the core away.

"The core is shielded," Carter explained to the leader, "We can't stop the process."

The process was apparently that the factory instead sent up a great blue light into the air, causing the clouds to begin to melt away. Thus, for the first time in days, the city of New York got a glimpse of mister sun. As the sun began to shine in through the opening that had been used to let the ship in, the invaders screamed and attempted to run from it. One unlucky invader tripped, and was soon nothing more than an ugly puddle of goo. The Imperial himself began to boil, when suddenly, J'onn burst through the outer lining of the creature's membrane.

"NO!" the monster screamed as it was pulled father and farther away from the protective shade.

"You live underground and shun the light," J'onn asked, "why? Does it burn your pale putrid skin?"

As the Imperial continued to convulse, Batman swooped down next to Diana, and began to burn away the sticky trap. "Ultra violet radiation," Batman explained, "the invaders come from the depths of space, they have no power against the sun's radiation."

Of course, the Sun had a far different affect on Superman. After hours of being nothing more than an ordinary man, he regained his powers. He used his laser vision to cut open his own cuff, and flew into the sky.

"Destroy them!" The Imperial screamed, as the invaders began to fire lasers at the heroes. Diana carefully used her free hand to block a laser that nearly hit Batman. Super man smiled as he flew over to the parasites, and using his great strength, he lifted up the floor, using it to block the lasers so the others could get freed. He then turned his head, and freed Spider-man from his prison.

"Alright!" the kid shouted, before slinging a web over and entrapping the alien that was impersonating Carter, "you look a little pale, would you like a tan?" Peter then pulled with all his might, and threw Carter into the middle of the sun's rays, causing the phony Senator to bake.

The heroes were all again soon freed, and as the most began an assault on the remaining invaders, Thor flew above the factory, and glared at the Mother-ship. "It is time to end this!" he shouted, gathering millions upon millions of watts of electricity into his hammer. He then aimed his hammer at the ship, and sent all the energy he had built up into the ship, causing the massive UFO to explode in a fiery explosion.

The others were taking the time to make larger opening in the roof, catching the surviving parasites in the suns rays. The creatures stood no chance, as the radiation proceeded to burn at their skin. The Imperial finally escaped J'onn's grip, and fled to the ship, hoping to escape certain doom. However, the ship was caught by Diana's Lasso, allowing her to throw the ship literally into the factory.

"We need to get out of here," Flash noted, seeing the factory appeared to be about to explode.

"Not without them!" Superman shouted, pointing at a group of captured New Yorkers. In less than thirty seconds, all of the people were saved and the heroes had completely evacuated the factory. Five seconds after that, the factory collapsed in on itself.

* * *

"This is Snapper Carr," the man of the same name said as he waked among the rubble of the destroyed factory, "In the aftermath of the Metropolis Meltdown, the heroes led by Superman and Captain America have managed to wipe out the few remaining pockets of resistance, nearly annihilating the invader threat for good."

"Despite this stunning victory," Snapper said as he walked up to the general who had originally criticized Superman's plan, "Some still say that we must prepare in case something similar ever happens again."

"We got lucky this time," the general said coolly, "What will we do if some new invasion occurs."

Batman shut off his computer, he thought about what the general said for a moment, before he smiled widely.

* * *

Approximately three months later, a giant space platform orbited Earth. It was far larger than any current space vehicle on Earth. It was over one thousand feet long, more than enough room for over fifty people to live in.

"Incredible," Superman said as he stared out the window, "Do your stockholders know about this?"

"A line-item," Batman smirked, "I'm like Congress, and I can hide anything I want in my budget. More importantly, this Watchtower will serve as an early warning system against any threat."

"Not to mention it has a smoothie machine," Flash said as he and Wonder Woman emerged from the kitchen, drinks in hand.

"These are good," Diana admitted, "Maybe man's world isn't so bad after all."

"Impressive instillation," GL commented as he Thor, Hawkgirl, and Iron Man floated down from an upper level, "But what does it have to do with us?"

All the heroes turned to Superman and Batman. Bruce calmly let Clark begin to talk. "I once thought I could protect the whole world by myself. I was wrong," he then turned to the planet below, "working together we managed to save the world from a threat far greater than anyone of us. And I believe that if we stay together, we would be a force truly to be reckoned with."

"What," Iron masked, "a group of Super Friends?"

"More like a Justice League," Superman said.

"Ah," Flash admitted, "Kind of corny, but I like it. Count me in."

"Me too," GL said, soon followed by Hawkgirl.

"Now I'm part of a group of superheroes," Tony said, "at least it won't be boring."

"May the gods of Asgard help whoever tries to stand in our way," Thor shouted as he walked into the huddle.

"Mother may not approve," Diana admitted as she put her hand into the group, "but I think this might be fun."

The seven heroes in the huddle all turned their attention to Batman, who was standing outside the group. He turned around and began to head back to the elevator, "I'm not really a people person," he admitted, "But if you never need any help, you know where to call."

"And I too will join," J'onn said as he flew down from a small upper module, "my family would have wanted me to continue to fight for justice."

"So what's our first mission?" Flash asked, "We might want to start working as a team. Wait a minute," Flash looked around, "where is Cap? Or Spidey?"

"That is our first mission."

* * *

"This is the case of Captain America v. S.H.E.I.L.D.," the SC judge said as he banged his gavel on a desk, gaining the attention of everyone in the room, "the defendant has refused to give up his weapon and costume, which the plaintiff claims is that it is government property."

"This is stupid!" Captain Fury shouted, "That suit and shield were made by the US government for use by S.H.I.E.L.D., he must return it!"

"You gave it to me and said it was mine," Cap shouted back, "last time I checked, someone can't just take back s something they gave away without the law fully expressing it. That is what is called stealing."

"Order!" the justice shouted. The two sat back down, though they continued to glare at each other, "Now, Mr. Rodgers, do you have a lawyer?"

"Um," Cap blanked, remembering he had none. Fury smirked; there was no way that Cap was going to get a good enough lawyer to win this trial.

"I am his lawyer," a man said as he walked into the room, "My name is Matthew Murdoch, I was hired by the Wayne Corporation to help Mr. Rogers."

"They can't do that!" Fury shouted again, only to be silenced by the glare of the justice. This was not going to be the cake walk that he envisioned. Murdoch was a legendary lawyer. There was even a chance that they might lose this case, but the Supreme Court would never actually try to restrict the power of the government and its agencies, or would it. Cap stared at Murdoch, noticing that he was blind. As Cap continued to stare, the lawyer wacked him with a cane, snapping him out of his stupor.

"Why would the Wayne Corporation send you to help me?" Cap asked the lawyer, who smiled.

"Let's just say a bat sent me to help you," Murdoch whispered, "oh yeah, next time we meet, I will probably be in red tights."

* * *

"Peter," an old woman said as she sat across a table from her beloved nephew Peter, "you must go to college; your uncle would have wanted you to."

"I know Aunt May," Peter sighed, "but no school in New York City will give me a scholarship, I wouldn't be able to take care of you if I moved away!"

Ding Dong!

"Oh," May said as she heard the door bell ring, "I wonder who that could be?" The old woman calmly walked up to the door, unlocked the several new latches that her nephew had attached to it after her husband's death, and opened it.

POP!

Two men were standing at the door, and the older one having pulled out a small party popper. The two were standing on the front door step. Peter, hearing the pop rushed over to the door to see the men, only to gasp.

"Bruce Wayne?" he asked.

"Congratulations Peter," the Bruce said, "You have been selected as the first recipient of my brand new Wayne Science Scholarship. With that, you will have a free ride to Gotham University of Science and Technology."

"Um, thank you sir," Peter stuttered, "but I am afraid I can't come."

"Well Why?" Wayne asked curiously.

"I need to take care of my Aunt," Peter responded, "my uncle died. I can't just leave her here."

"No," Wayne then smiled, "hey Alfred, didn't we say that the scholarship would cover any expenses?"

"Why yes we did sir," Alfred smiled at his young ward. He could tell where this was going.

"Well then," Bruce put his hand on Peter's shoulder, "I don't wee why we can't just pay for her to live in a condo in Gotham while you go to college."

"Really," Parker said with shock, "You really mean that."

"Kid," Bruce smiled, while quietly slipping something in Peter's hand, "I do."

"Oh Peter," Aunt May said, as she ran up the stairs, "I will go start packing."

"But what about the house!" Peter shouted after his aunt.

"Don't worry," Wayne said, "this place will also be covered."

"Why sould you do this for me?" Peter asked. Bruce Wayne just rubbed his chin, before Alfred gave answered the boy's question.

"Let's just say that a bat needed a spider to join his club."

* * *

 _ **AN: Yes! The first story arc is done. Yes, Daredevil and the Hulk will both make appearances later in the story. Also, the X-Men have already been around for a while prior to the events of this story so expect them to make an appearance soon. And yes, Batman is purely awesome. Don't expect us to be going to Oa next time. We need to focus on Peter in Gotham, Wonder Woman in Man's world, and Batman trying to keep them both from messing everything up. That means expect a marvel villain to make a major appearance next chapter, and I dare you to guess them.**_


	4. Chapter 4

Peter Parker smiled, walking up a large building's steps. This was it, his first day of real college at the illustrious Gotham University. Ah college, a place where academics are held far more highly than anything else. Peter opened the door, and his jaw dropped.

"Alright everybody!" A tall blond male shouted into a microphone, "Let's all get ready to go and beat Metropolis University!"

Behind the boy with the megaphone, were more than a respectable amount of decorations. The entire hallway was filled with Knight memorabilia, including banners, posters, cheerleaders, and even two knights on horse back jousting.

"Maybe I was a little off on my assessment of college life," Peter sighed.

"Hey kid, look out!"

"What the-ouch."

And that my young readers, is why you don't let actual knights joust in doors. Chances are that one of the knights will be knocked off, and their horse will run over some innocent bystander.

* * *

"Batman," Diana groaned as she put her feet on the nearest computer console, "Why are we working the computers again?"

"Because," the caped crusader growled, "Cap has a previous engagement, Iron Man is goofing off, and Superman apparently led the rest of the League off in an attempt to save Green Lantern from some kind of disastrous misunderstanding."

"Do you think GL will be okay?"

"Yeah," Bats sighed, "I bet that right now, everything is going just fine for those guys."

* * *

 _ **Meanwhile, on the Trial planet**_

Superman sneezed as he listened to the case against John.

'Well that was odd,' Superman thought, 'I usually don't get colds, so some one must have been talking about me. Probably Lois.'

"I had no idea that a human sneezed if they were talked about," J'onn said, alerting Clark to the fact that the Martian could read minds, "fascinating."

* * *

 _ **Back on the Watch Tower**_

"I really wish this had come at a different time," Batman seethed, "It is only a few days until the Friday before Labor Day," he groaned, "And Joker has yet to realize that it does not apply to him and the inmates of Arkham."

"Oh come on," Diana waved him off, " I know that the Asylum is notorious for its breakouts, but you speak very highly of Commissioner Gordon, surely they won't let everyone of your Rouges Gallery escape in one day."

The biggest monitor in the Watch Tower lit up, showing an island covered in smoke. Suddenly Snapper Carr standing in front of a live feed.

"We have breaking news from Arkham, "The reporter shouted, "The entire jail broke free last night and is terrorizing the city of Gotham."

"Pay up," Batman stated, and Diana slammed a five dollar bill on Batman's hand.

* * *

Peter smiled as he walked into his first class, advanced application of Cosmic Physics. He smirked as he sat in the front row of the class, eager to begin his life as a college student. A tired looking professor walked into the room, and wrote his name on the board.

"Hello, I am Professor Voltz," the man said with boredom, "and I am here to begin the class…"

"Yes," Peter smiled.

"By introducing the graduate student who will be teaching you for this semester," he held out his arm to show a young man with long hair and smelling distinctly of certain illegal drugs walked in, "While I get to spend my next six months sleeping in my office and being paid by the government to do so."

"So," the graduate student said as the professor left the room, "I'm just going to let you all read from these books, and since none of you want to have to drop out, I can count on all of you passing and me getting my doctorate. Now get to work!"

"Man this is dumb," Peter groaned, as he began to read from the textbook that had been assigned in class. He was so furious that he failed to notice two pairs of eyes staring at him from the back row of class, eyeing him weirdly.

* * *

"Isn't this fun!" a lanky clown in a purple suit, with green hair, and a large red smile, asked while laughing evilly.

"You know it Mr. J," a younger woman in a jester's outfit agreed, raising a heavy machine gun to the man. The two were standing over in a room that appeared to have just gone through an earthquake, tables were overturned, chairs smashed into pieces, and two men from the mafia were dead after a serious beating. A third man, who appeared to be the boss because of his finely made clothes, was covered in over two dozen bullet holes.

"To believe that those Italian idiots thought they could boss me around on Labor Day," Joker cackled as he took a seat, "Don't they know it's a national holiday. Guys like me work hard all year, murder, extortion, messing around with guys who like to dress up like winged vermin, and even being locked up in an asylum for weeks on end. And they don't even let me have Labor Day weekend, which is meant for hard little worker bees like myself, off. It is madness."

"Don't worry Mr. J," Harley Quinn giggled, "Maybe a few rounds with the Bat will get you up and going again."

"You know Harley," Joker said with glee, "That just might be what the doctor ordered. Oh I can't wait to introduce our new friend to old Batsy!" He then threw his head out the window, "Hey Hobby! I want to introduce ya to one of my friends."

"Whatever you say boss," a dark cloaked figure on a flying platform said seriously, before he broke out laughing. Soon, Joker began to join him, their mad cackles resonating through the streets, causing many of the citizens of Gotham to tremble from reflex.

Joker's Gang is back baby!

* * *

"We gather here today to have the final tribute of the year to those who died in the liberation of this great city," Tom Brokaw spoke solemnly as addressed a small group of veterans that were still capable of coming to the event, "and to continue to thank you who fought and served bravely to protect the world from evil, we are here to thank you, the members of the greatest generation."

"And now," the old men sitting in the creaking seats began to perk up as they recognized the man walking up behind Brokaw, "It is time to introduce the greatest member, of the greatest generation, Captain America."

"Thank you all," Cap said as the veterans cheered, "I may not have personally fought with any of your units, but I know what you all have done. We put our lives for the side of Justice, and many of us gave our lives for it. But all of us, living and dead are proof that justice does prevail in the world, that if we put our souls to doing what is right, that evil will be defeated, and good will survive."

The veterans cheered as Cap finished his little speech. After accepting their applause for over sixty seconds, Cap began to walk among the old men, all happily shaking his hand and thanking him for the speech. After meeting each of the veterans and talking with them, he began to prepare to leave as the rest of the veterans dispersed to their hotels.

As Cap began to prepare to leave, he noticed one of the men in the crowd was taller than the rest. Not only was he taller, but he was not hunched over like the other older men, age having deteriorated their bodies. As the rest of the veterans joined their families, Steve walked up to the taller veteran. The man, noticing Cap, broke off in a sprint, and ducked into the nearest alley way. Cap, using his superhuman reflexes, darted after him, keeping up with the man.

"Stop," Cap shouts, before grabbing his shield and tossing it at his target. Surprisingly, the man jumps up and dodges the shield.

"You've gotten slow Cap," the man shouted back to Steve as he momentarily turned around. This, however, meant that he could not see the shield on its return flight. Just as he turned to continue his flight, he realized his error.

THWACK!

Steve sweatdropped as the shield returned to his arm. He calmly walked up to the fallen man, and turned him face up, considering that he had been knocked down with his face towards the ground.

"Logan," Cap gasped, causing the Canadian to growl.

"You always get me on the back swing," he grumbled, before accepting Cap's hand and pulling himself off the ground.

"Where have you been you crazy Canadian?" Cap asked, slapping his old war buddy on the back.

"Let's go get a drink and maybe we can both find out what we've gone through since '45," Logan offered, as the two heroes walked towards the nearest bar. And considering they were in Paris; that is about two feet away.

* * *

"I can't believe it," Peter groaned as he walked out from his class, "My entire view of college was shattered in my first three hours. I could understand if it was six, but not three hours!"

" _Calm down web-head."_

Peter suddenly straitened up and threw himself out of the main hall and into an empty janitor's closet. He pressed his finger to his ear, and seethed into the com link.

"Really Bats," Peter said, "Don't you think this could wait until I am somewhere where the entire university doesn't find out that I am?"

"Quiet kid," Bats continued, "You're first day on campus is done, I need you to stomp a few pests and throw them back into the dump."

"I do have a life outside of beating up baddies ya know," Peter said angrily to the Bat, "And why are you asking me, what about your pals in the Bat gang?"

"Robin is with the Titans," Batman answered, "I have forced Batgirl into temporary retirement, and Night-wing, well he hasn't taken one of my calls in two years. So you are my last bet to handle these guys; that is if you are up to it."

"Okay," Peter said half jokingly, "let me get this straight, I have Batman, Mr. I Work Alone, asking my help in dealing with baddies since he is off working with a beautiful Amazonian Princess, sitting in a giant tower in space, and relying on some newbie to beat up on his villains. Man, Supes is going to love this."

"Say a word of it," He could practically see Batman glaring at him, "And I will change your medical report at school saying that you missed your last Tetanus, Herpes, Hepatitis, HPV, and whatever kind of shot I can think of, and make sure all of them are applied through your rear end."

"Thank you for the beautiful comment," Wonder Woman said, trying to calm the currently spastic young man. This did nothing but make Bruce glare even harder, and Spider-Man, feeling Batman's glare all the way from space, yelped.

"I'm on it," Peter said quickly, "Just tell me who is out."

* * *

It was starting to look like a good day for Harvey Dent.

"Two Face", as Harvey was known throughout the criminal world, was one of the many to have benefitted from the Joker's mass breakout. Of course, he had left and reformed his gang as soon as he got the chance. While thankful for the get out of jail free card, Harvey was not going to be joining the Joker's gang anytime soon. He may have spent the last few years in and out of an asylum, but even he was not that crazy. Besides, Joker seemed happy enough with that new guy, the one who dressed like a gargoyle and flew around on some kind of flying platform.

But once he had reformed his gang, Two Face began his next series of heist. After flipping his favorite coin, he had chosen the first national bank of Gotham, and of course, it was going smoothly. He had heard about the Bat joining that little club in the sky, and he wasn't sure how he felt about it.

On the one hand, the disfigured one, he was furious. How dare the Bat no longer think that Gotham's villains were worth his time! How dare he hide from him, forestalling his eventual death at Harvey's hand! To this side, killing Batman for his role in his accident was the ultimate goal, and nothing would stop him.

The other side, the rational one, was ecstatic. Now he would be able to rob whatever store the coin told him without fear of arrest. Batman's membership in the league would again allow criminals to make a dishonest day's work, and nobody would be able to stop them.

"Boss," one of his five gunmen said hastily as they finished placing the money from the vault in their bags, "Let's get out of here, I don't want to get caught by the Bat."

"Relax Jerry," Another one of the thugs growled, "The Bat hasn't been seen for months. He's spending too much time with that group of heroes to care about a few little armed robberies here in Gotham."

"No way man," Jerry cringed, "its past sun down, and no criminal is safe when night comes. The Bat is probably already here."

"Ah be quiet," Two Face seethed, "where are those two," he said while looking at his watch, "I told them to get the truck and hurry on over here. Malone, go out and see where those idiots are!"

One of the three remaining gun men nodded his head in understanding, before rushing out the door. After a few seconds, Malone screamed, causing the three criminals still inside the bank to cringe.

"It's the Bat!" Jerry screamed. Two Face growled, and pulled out his revolver. He motioned for his two remaining goons to follow him, leading them out the front door of the bank, guns held high, ready for a fire fight. Jerry whimpered, "Boss, Frank, lets get out of here before he gets us."

"Shut it Jer-ah!" Frank screamed, as he was pulled up into the sky by and unseen force. Harvey glared into the sky and began to fire a few rounds where he thought his nemesis was located. After he emptied his gun, Harvey continued to glare into the dark night, unable to see his opponent.

"I'm out of here!" Jerry shouted, throwing his weapon away and running down the street. Just as Two Face turned to yell at him, Jerry was also pulled into the sky by an unseen force, screaming bloody murder as he disappeared into the night.

"Come out Bat," Dent shouted in a furry, both halves of his faces looking enraged, "Fight me like a man."

"Man," a cocky voice came from the dark, "Looks like you have a nasty burn there, you might want to try some talcum powder, looks ridiculous, but hey, it can't be worse than the way your face looks now."

"You ain't the Bat," Two Face growled, knowing his nemesis did not usually resort to taunts.

"You are correct sir," Harvey heard a swooping sound and turned to see a blur of red swinging towards him. With one great kick, Two Face was sent flying into the air, his eyes wide in shock, disbelieving his own defeat.

Spider-Man smirked when he saw Two Face collide with the wall, knocking the criminal out cold. He smiled, before crossing another name off the list. He began to scratch his jaw with the eraser of his pencil.

"Let's see here," He began, "I've gotten Two Face, Scarecrow, Mad Hatter, Scarface, Riddler, and Killer Moth. The police got most of the small timers, and they did manage to contain Clayface in his container. So that just leaves Ivy, Killer Croc, and Joker."

Peter sighed before looking up into the night's sky.

"A hero's work is never done, I suppose."

* * *

"So, I have to ask Logan," Steve said while guzzling down his beer, "what have you done with yourself while I was one giant ice cube?"

"Ah, just a few jobs for the Canadian government," Wolverine answered, before sulking slightly, "I had to leave after the sixties, some weird stuff started happening, and lets just say that the wore out my patience."

"Like what?" Steve asked. Logan sighed, before holding up his right fist.

"Remember my claws," he asked. Steve nodded, remembering the many times that Logan had torn Nazi soldiers into literal pieces.

"Than look at this," Logan said, as three claws shot out of his hand. But they were not the bony structures that Steve remembered, but were actually metallic.

"What happened?" Steve asked shocked by the development.

"The Canadian Government had a secret program called Weapon X," Logan explained, "There was the idea that Canada and the rest of the British Commonwealth needed to hang on or else we would be destroyed by the Russians or if it came down to it, the United States. Yeah, I know that the US would never do that, but the threat was real enough in some pencil pushers minds that they gave funding to the project. Me and about twenty others were chosen for to become weapons for the Canadian Government. Of course, most of us didn't have a choice, but eventually, after most left or were killed, we filled out a very good five man squad to handle any problems Canada might have."

"But then, some new guy got control of the funding," Wolverine continued, "His name was Wilson Fisk, and he thought that we weren't super enough to be a super hero squad. Thus, he ordered me all of us to be experimented on. I was the first guinea pig. They wanted to increase my healing factor, and to make my claws better for clean cuts. Those assholes drugged me and before I knew it, I had been injected with some kind of weird liquid metal. It wasn't long before I found my entire skeleton covered in adamantium."

"That's what they used to make my shield," Steve remembered. Logan rubbed the back of his head where a big knot had developed.

"No wonder it hurt so much," he muttered, before continuing, "but back to the topic, I didn't like it, so I went off on a rampage. My team was out, so no one was able to stop my escape. Weapon X was closed after my escape, the Canadians not wanting to have to deal with another possible scandal."

"Well then," Cap smiled at his old war buddy, "why don't you come and join the Justice League. I am sure I would be able to get the others to agree to you joining."

"Thanks Cap," Logan got up from his seat and began to walk out the door, "but no thanks, I have an obligation to something else right now," he noticed the sad look on his friends face, "but maybe some day, when the time is right."

"Okay Logan," Steve said sadly, as he watched his old friend leave the bar, before turning back to his drink, "I wonder how the others are doing."

* * *

"I wonder how the others are doing," Superman contemplated as Hawkgirl was getting her stress out in her own healthy manner. This of course meant beating the crap out of some idiots who, despite being members of the Green Lantern Corps, refused to come to the aid of John. This was probably not going to help Earth's relations with the rest of the universe.

* * *

"Hey Batman!" Wonder Woman shouted as she showed Batman a magazine she was reading, "Why are all of these women dressed in such slim clothing. It barely covers their bodies!"

"Where did you get that," Batman groaned as he saw the Play Boy in her hands.

"Iron Man leant it to me," Diana said honestly, "Said it might give me ideas for a new costume."

"I can't believe that idiot," Bruce seethed as he slapped the magazine into the trashcan. As Wonder Woman sulked, Bat's looked back to Earth.

"I wonder who Spider-Man is doing."

* * *

"God I hate plants," Peter muttered, as he saw Ivy being lead away by the police. She had been the toughest so far, having knocked him for a loop with her weird spores. Then she had tried to feed him to her pet Venus Fly Trap. I mean, how much more cliché can you get?

He probably wouldn't have been feeling this bad if not only two hours previous to that, he had fought with Killer Croc in the Sewers. The monster had bit him, and caused him several large scars. He should have waited until after Ivy to take him, but he thought that he should get rid of the easier opponent first. Too bad he hadn't realized that Ivy was considered stronger only for her control of plants. In actual pure strength, the contest would obviously go to Croc.

"Luckily the last two will be in the same place if their files say anything about them," Peter commented, before swinging off into the sky again. All the while, he could not stop thinking about the pain he was experiencing. How did Batman do it? I mean, Peter had powers, and he could barely stand up straight, but Bats did it every night, hardly with any help, and he did it without the luxury of super powers.

"Well at least I'm down to the two clowns," Peter said happily, "I mean, how tough can they be?"

* * *

"Okay," Peter said is shock as he saw the carnage below him, "Pretty darn tough."

The entire street looked like a war zone. The two escapees were standing in the center, laughing evilly. Around them, such bodies of the thugs who had tried to take them down for being on their turf were strung across the asphalt, and the two police cars in the area were turned on their sides.

"Ah," Joker laughed loudly, "Is that the sound of spandex on roof tops I hear?" He brought his hand to his ear, before his twisted smile grew even wider, "Ah yes, I ladies and gentlemen, now that we have finished the appetizer for tonight, O would like to introduce our main course. Ladies and Gentlemen, the one…the only…The Batman!"

A spotlight suddenly appeared, showing Spider-Man to Joker. Joker's smile dropped, and soon a growl came from his now frowning lips.

"Hey!" He shouted at Peter, who was still trying to find the source of the light, "You're not the Bat! This show isn't meant for little punks like you to ruin. Get out of here and tell Batman to come here himself."

"Yeah," Spider-Man laughed, "Like he is really going to laugh at some fruity, class clown who never learned that his days at the school yard were over!"

"Oh," Joker seethed as he glared up at his opponent, "You little yutz! I'm the only one in this town who is allowed to say the punch line. Who cares if you're not the Bat! Hobby! I want that eyesore's corpse!"

"Hobby?" Peter asked to himself, before he heard a loud buzzing sound. He turned to see a man on a glider quickly approaching him, a blade spinning on the front of the machine. He barely managed to sling himself across the building, causing the glider to miss only by a few inches.

"Where is the Batman, Boss?" The man on the glider asked Joker. This was the first time that Peter got a good look at the man's face, and it was not pretty. His face was yellow, and was covered in bumps and scales, and his eyes were pure red. The creature cackled evilly as he glared at Spidey.

"Well whoever this punk is," the monster in the orange cloak laughed, "We won't be seeing him ever again. Not when the Hobgoblin gets through with him!" The Goblin pulled out a small pumpkin from his pouch, and smirked at Peter.

"What are you going to do with that thing," Peter asked cockily, trying to buy time in order to come up with a plan, "fix my Vitamin C levels?"

"No," Hobgoblin shouted, pressing the top of the pumpkin, revealing a glowing jack-o-lantern face, "Blow you to kingdom come!"

The villain tossed the bomb at Spider-man, sending him flying when grenade like vegetable slammed into the roof. Spidey barely caught himself, before the Goblin began throwing more bombs in his direction. Spidey continued to dodge the bombs, continuing to try to formulate a plan of attack.

"Okay, think brainiac," Peter said to himself, all the while ducking and weaving around the many bombs being thrown by his enemy, "This guy can fly, and he has little pumpkin grenades that could blow me to little spider bits," He then looked down at the glider, "but his flying is based on that machine, so if I can get rid of that, I can even the playing field."

Spidey looked around his present location, and smirked beneath his mask when he saw a small alley with relatively close walls. He began to swing to the alley, his smirk growing wider as he heard the mechanizations of the glider right behind him. As the Goblin was only a few feet behind him, he burst out a large web, catching the glider and dismounting the Goblin.

"You asshole!" Goblin shouted in a fury, standing up and charging the hero. With one swipe of his right hand, he caused a long scar across chest.

"Oh come on!" Spidey shouted angrily, "Claws on your gloves, that is so unfair!"

"I'm going to carve you up!" Goblin shouted, charging at Spidey. He continued to swipe at his arachnid opponent, not letting up on Spidey for a second. After a few seconds of dodging, Spidey finally had enough of the battle, and flipped backwards, before using his webs to capture Hobgoblin's hands. Then, using his own strength, he pulled the orange menace into the air, and slammed him down on the pavement.

"Hey Hobby!" Spider-Man shouted, imitating Joker's voice, walked up to the barely conscious Goblin, "Nighty night!" he shouted, before his fist slammed into the Goblin's face, sending him streaking across the pavement, and colliding with the wall. Spider-Man whistled as he looked at the rubble surrounding his foe.

"Well now I just have to deal with that freaky…" he trailed off as he heard the sound of clapping behind him. He turned to see Joker, his smile wide and evil as ever, walking through the alley towards him.

"Well done," the clown prince of crime cackled, "Well done indeed! I did not think that anything short of Batman himself would be able to stop old Hobby there, but you did it. I'm impressed. In fact, why don't we have an honorary handshake to congratulate you on a wonderfully done fight?"

"You can't believe that I'm really that stupid?" Spider-Man asked this other villain, who merely shrugged.

"Possibly," Suddenly, the flower on Joker's suit erupted in mud, covering Peter's eyes for one moment. In the second that it took for Peter to clean his eyes, Joker's right hand had been placed on the hero's chest, and then a great wave of electricity erupted through Spidey's body.

"I love joy buzzers," Joker commented as Peter fell to the ground, "They are such a killer!" Joker smiled at the hero's body, only to hear Spider-Man cough.

"What, you are still alive!" Joker asked, only for his grin to grow wider, "Oh it has been so long since I had a good day of sadistic torture! Oh what fun! Harley, bring my bag of toys, I want to-huh!"

Joker turned back to the street where he and Harley had originally been waiting for Batman. But instead of finding Harley with his sack of weapons, he could only see an empty street. Suddenly, he noticed that the street lamps were going out. One by one, the lights were darkened, and the black of night covered the street.

"Harley!" Joker shouted into the dark, "where are you, you crazy girl!"

Suddenly, Joker heard a small landing sound at the end of the alley, and then for the first time of the night, his smile dropped. He glared into the darkness, bulling out a large hammer, preparing for his main opponent.

"Come out Bats," Joker called, "I know you're here, I can smell heroics, and it makes me sick!"

Suddenly, just as Joker heard a step behind him, he turned to see Batman standing in front of him. Joker quickly raised the hammer, only for Batman to knock it away. Batman then raised his fist, and threw it towards the Joker's jaw.

POW!

* * *

"What," Peter moaned as he looked up at a large florescent light, "what's going on?"

"You got knocked out by Joker," Batman answered his comrade, giving him a small cup of milk, "Superman and the others had solved the mix up with the Green Lantern Corps, and I was allowed enough time to go and relieve you."

"Sorry I couldn't do it in one night," Peter sighed, as he could not bring himself to look Batman in the eyes, "I guess I'm not as good as you."

"No you're not."

"Hey! This is the point where you say that I am!"

"No," Batman said firmly, "But you could be as great as me. You have such great potential Peter, and you are truly fighting for a good reason. If you can keep it up, you might become as awesome as me."

"…Wow, that sounded really forced."

"It was."

"Ya know, I'll be just fine with "you did okay"."

"You did okay."

"Thank you."

* * *

"Well it is good that the entire disaster was resolved," Cap said as he listened to the story of the others' adventures into Space. Green Lantern had been cleared of all charges, and had been allowed to return to his duty as the protector of Earth.

"Too bad we missed it," Tony admitted as he stood next to Cap. While the others were off fighting crime and defending their teammates, he had been spending his time as his alter ego, enjoying the finer things in life, like alcohol and women. Batman smirked as he looked at the metal covered hero, and pulled out a small device with a large button on it.

"Oh, and Iron Man," Batman said, pressing the red button. This caused Iron Man's suit to light up, and rocket up towards the ceiling. With his smirk widening, the entire league stared at Batman as they heard a sickening 'thunk' when the Metal hero hit the roof.

"Next time," Batman shouted to Iron Man as he fell back to the floor in a heap, "Don't show Wonder Woman dirty magazines and leave me to explain them to her, you jerk."

* * *

"I can't believe how boring all my classes are," Peter seethed as he arrived for advanced chemistry. It had been two days since his night long crusade against crime, and only last night had he been cleared to return to school. Batman had promised him that he would not be needed for a while, so that Peter could return to his studies.

Unfortunately, none of the teachers he had visited in order to catch up actually cared enough to give him notes or even an idea of what he had missed. In fact, this was the last class, and he did not expect any better of this next professor. Suddenly, the door opened, to reveal a very muscular man in a lab coat. He wore glasses, had dark black hair, and smiled strongly at his students.

"Hello," he said, while writing his name on the board, "I am Doctor Henry McCoy, and I will be teaching you the wonderful world of chemistry this year. Now I know most of you are probably disillusioned with the college system right now, after being taught by graduate students for the past few days, but I can assure you that that will not be happening in this course. Instead, we will be getting in the lab right away, and I will over see all of our projects. Now all of you march on into the lab, and pair off into lab groups."

Peter smiled as he began to get up from his seat. Maybe this class wouldn't be nearly as bad as the others. As he walked in, he noticed that he was the last to arrive; he saw that the entire class had already partnered up. McCoy walked in, and looked at Peter.

"Well Mr. Parker," The doctor said, rubbing his chin, "I suppose I will just have to let you work on your own. Come over to this table and begin working on your Iron Sulfate. Remember, you are being graded on its color and density."

Peter's smile grew wider as he began to turn light up his chemicals, preparing for them to be melded. He then heard some frustrated grunts from the table behind him, and he turned to see two young women having trouble trying to light their burner. But like any chemistry student knows, more often then not, the spark lighter was not working.

"Man I hate these things," the blonde groaned as she continued to try to light the flame. Peter quickly leant over and used his own spark lighter, causing the propane to light up.

"Your lighter has worn out flint," Peter explained, showing the flint inside the device the girls were using was completely gone, "There is no way that you could have lit your fire with this old thing."

"Thanks," the red-headed girl who was reading the instructions said, "what is your name?"

"Oh, I'm Peter Parker," Peter said, "From New York."

"Oh," the blonde haired girl quipped, "I'm from New York too. I'm Gwen Stacy."

"And I am Barbara Gordon," the red head added.

"Nice to meet…wait a minute," Peter thought for a moment, "Stacy…Gordon…Aren't your dads…"

"Yep," Gwen answered him, "our dads are th e commissioners of police in New York City and Gotham. We actually met each other at a policemen ball a few years ago. We hit it off and have been friends ever since."

"We even decided to go to Gotham U together," Barbara added.

"Oh," Peter said, rubbing the back of his head, "that is cool. Well, the Doctor is coming this way; I should be getting back to work."

"Hey Peter," Gwen smiled at the poor science nerd, "if you want, would you like us to give you a tour of Gotham? I hardly think you know the city after only a week in college."

"Oh you would think that," Peter nodded, "but I know more than you would think."

* * *

 _ **AN: Well, I hope you enjoyed this chapter, I'm still accepting ideas for Marvel villains who I can have come into the story later.**_


	5. Chapter 5

"I can't believe I'm stuck handling these tests," Bruce Banner seethed as he walked through a parched desert.

"You know the drill sir," one of his assistants said as they walked through the testing facility, "S.H.E.I.L.D. suffered a major setback after we lost the Captain America project. So, being the head scientist for the agency, you are needed here to test the newest nuclear device we have in production."

"I just wish that that stupid law made by that phony Carter wasn't still in place," Bruce sighed, "Now we can only make nuclear weapons that have less than the bomb at Nagasaki, and that was the weaker of the bombs."

The two walked over to the machine, and began to inspect it. Suddenly, they heard a horn booming from the major building only a few meters away from the device. Quickly, most of the soldiers and scientists ran to the bunker.

"Dr. Banner," the assistant said as he heard the horn, "shouldn't we go to the bunker, the test is about to begin."

"You go ahead," Banner waved his assistant off, "There are a few minor problems with the circuitry. Those idiots probably just threw it out here without even preparing it for the conditions. So uncivilized."

The assistant ran to the bunker, where Colonel Fury was waiting. His one eye widened as he looked out at Doctor working on the machine, which, being over a football field away, was more than a ten second run for the poor doctor. He turned to the poor assistant, glaring at him like he was the doctor himself.

"Why is that idiot boss of yours doing out there?" Fury asked.

"He said he needed to make a few adjustments," the assistant said honestly.

"Doesn't that idiot know that the bomb is on a timer, does he?" Fury asked, causing the assistant to shake his head slowly.

"Sir," one well built soldier near him said, "If you want, I can drag that egghead in here."

"Thank you Corporal Grimm," Fury saluted the younger man, who ran out into the testing field. He ran over to Doctor Banner, who was continuing to work on the machine. All the while the soldier was mumbling about his inability to understand how someone with a PhD could possibly lack common sense.

"Hey Doc," Ben Grimm shouted at Banner, "I need ya to come with me. The bomb is about to go off."

"Just a few more seconds," Banner droned as he twisted another wire into place. Ben began to tap his foot quickly, really wanting to get back to the bunker. Finally, after he had placed the last wire into position, Banner closed the lid of the device, and pressed a few buttons.

"There," the scientist said, "Now the entire bomb will go off without any problems. And the bomb won't be going off for fifteen minutes according to the timer I have…oh crap!"

"What's wrong?"

"The timer does not appear to be working," Bruce seethed, "The actual measure before the bomb goes off says we are closer than the actual timer does," he pointed to a large circle on the machine, with an outer ring in far brighter red than the rest of the circle. Suddenly, another ring appeared inside the smaller ring, decreasing the dark part even more.

"That is not good I take it," Ben said with apprehensiveness, as yet another red ring cut into the dark part of the circle.

"Not good," Bruce said, while quickly getting up and sprinting for the bunker, "If we don't back to the bunker, than were both dead!"

"Oh shit!" Ben quickly ran behind Banner, though he quickly over took the scientist. Grimm lifted the scientist into his arm, and continued to run at a quickened pace to the bunker. Just as the reached the bunker, the heard a large beep, and saw the entire circle as a bright red blurb.

"Get in there," Grimm shouted, opening the lead door, and throwing Banner into the bunker. Just as he was about to go in also, he heard the explosion behind him. Suddenly, he felt a burning sensation on his back, and before long, he felt several rocks smash into his back, sending him flying into the bunker. Luckily, the force of the explosion caused the door to be shut behind him, so the majority of the explosion had no effect on the occupants of the bunker.

After the explosion is over, Fury walks up to Grimm and Banner, and notices both are out cold.

"Get these men to the S.H.I.E.L.D. infirmary, stat!" Fury shouted, as the soldiers began to scramble and pick up the two casualties. Fury glared out at the testing area, noticing what little destruction actually occurred from the bomb.

"Man, I should not have signed up for this job," Fury seethed as he sat down, grimacing over the setbacks that he had endured over his short tenure.

* * *

"I can't believe that S.H.I.E.L.D wouldn't tell us about this," Captain America said as he finished his bowl of cereal. He had just read the story of the nuclear accident, and it had distracted him away from his toast and eggs.

"What did you expect," Flash pointed out as he finished his twelfth bowl of Sugar Munch Bombs, "After you humiliated them in the court room, they probably decided that you lost all rights to know what was going on in the agency."

"Cap is right though," Green Lantern said, drinking his cup of black coffee, "It should have been announced to the media a few days before so they could spread the necessary warnings about nuclear safety. This Nick Fury is getting a little too secretive for my liking."

"You are over exaggerating the problem," Clark offered, enjoying his own cup of chocolate milk, "The government does have the right to test these things if they need to. Besides, there were no fatalities, and the bomb caused no drastic harm to the environment, I say we leave this alone."

"Whatever you say, Superman," GL agreed reluctantly, "But I would still feel better if we had someone investigate S.H.I.E.L.D. and what it is doing."

"On it," Batman said as he walked out of the room. The others stared at each other in shock.

"Did anyone else notice Batman was sitting in the room?" Cap asked his fellow heroes, who all shook their heads.

"HOW DOES HE DO THAT!" The Flash asked, waving his arms dramatically.

* * *

"So, is there any news about our patients?" Fury asked a doctor as they walked through the main base of S.H.E.I.L.D. It had only been three days since the accident, and they were waiting for the two victims to recover.

"Dr. Banner appears to have been only mildly affected by the radiation," the doctor said, looking over his clipboard, "He appears to have suffered no more than if he had spent a few minutes behind an X-ray with no lead covering. The most he has to worry about is the possibility of cancer in a few years, but that is the risk you take when working with nuclear weapons. Heck, I probably have more radiation poisoning than this guy."

"Good," Fury nodded as he puffed a small amount of smoke from his cigar, "What about Corporal Grimm?"

"I wish I could say the same for him," the doctor sighed, sitting down on one of the many chairs in the room, "He got his with a lot more radiation than Banner did. In fact, I believe that Banner probably owes his life to this guy. He wasn't very strong to begin with, and Grimm took over half the radiation."

"But that isn't the worst part," the doctor continued, "Several rocks thrown up by the explosion were imbedded in the Corporal's back. This meant that many of the elements in those rocks began to meld with his cells. It's like he has now become one big walking periodic table."

"So what does that mean?" Fury asked.

"We're not sure yet," the doctor admitted, "But we're running tests on him, and we should know by tomorrow."

"Good," Fury was getting up, when he heard his watch beep. He stared at the watch, as a small red light lit up on it.

"This is Doctor Pym speaking," a voice came on through the radio, "Are you able to talk Colonel Fury?"

"Yes," Fury answered.

"Project Ultimates is online."

Fury's eye widened considerably. He had assigned Dr. Pym to the Ultimates project more or less to keep the man out of his hair in a dead end project. At best, he thought project would be ready in three years.

"You can't be serious," Fury finally said.

"Oh, I assure you I am," Pym answered, "Come down to the lab, Janet will brief you."

* * *

"I can assure you Colonel Fury," Janet Pym said as they walked down into the lower levels of the base, "We have completed the first team of Ultimates, I am certain you will find them more than capable of dealing with the Justice League."

"It better be," Fury growled.

Then the large metal door in front of them creaked, and suddenly with several fumes came from the opening. The two entered the large room, where Pym stood with another young woman.

"Ah, Fury," Pym smirked, "charmed as always."

"Alright," the one-eyed man seethed, "Skip the pleasantries, and get to the project."

"Ah yes," Pym walked over to the young woman, who was red-headed and wore a tight black body suit, "This is Agent Romanov, codename Black Widow."

"So this is my Avenger," Fury grabbed Pym by the jacket, "You call me down here to look at a woman!"

"Sir," Widow saluted with a Russian accent, "I have been trained for a decade in special ops for a decade, and I think you will find me more skilled than an average woman."

"And she is not the only member I have gained," Henry smirked, pressing a button on his watch. Suddenly from the floor emerged a green man with a red face. He floated in the air, before turning to the Colonel.

"Greetings," the creature said in a computerized voice, "I am Vision."

"Like him," Pym smiled as he saw the shocked look on Fury's face, "I built him myself. He is capable of Mach II, can phase through solid objects, and he has the mind of a super computer."

"Not bad," Fury admitted, "What else ya got?" He had failed to notice a being sticking to the ceiling behind him. Suddenly, he heard a light tap, and turned to see a young woman with a red and yellow costume, a mask with large white eye coverings, and long black hair standing behind him.

"Hello Colonel Fury," she smiled honestly, "My name is Jessica Drew, codename Spider-Woman."

"She can't shoot any webs," Pym admitted, "But I think acid and super human reflexes makes up for it. I'm just glad she volunteered for that serum. Without her, that fifty million would have gone to waste."

"Fifty Million!"

"Moving right along," Pym continued, "We have a hero I am sure you recognize," a tall, well built metallic man walked into the room, "Captain Atom."

"Ah," Fury smiled at seeing the old soldier, "good to see you Allen."

"Good to be back with the military sir," Atom said with a strong voice.

"And last but defiantly not least," a man in a large, black, metal suit, similarly shaped to the Iron Man armor, flew in from a level of the upper base. He suddenly touched down, and Fury noted the large Gatling gun on the man's shoulder. The armor, now on the ground, turned to the Colonel, and saluted him.

"We have War Machine, aka," the suit's front visor peeled away, revealing an African-American, "Lt. Colonel of the US Air Force, James Rhodes."

"Not bad," Fury actually began to smile, "Not bad at all. Telling the press that we have five meta-humans might be just what we need to save face."

"You mean seven," Janet said, before she began to grow smaller. At the same time, Henry grew far larger. Fury looked at the two in shock, before he finally nodded.

"Well it looks like you earned yourself a pay raise," Fury laughed, "What are your codenames?"

The two Pyms looked at one another.

"Goliath and Pixie."

* * *

"So doc," Ben Grimm coughed as he pulled himself up from the medical bay mattress, "When the heck do I get out of here?"

Ben Grimm had been stuck in the medical bay for five days now, though he had only been awake for about two of them. They hadn't allowed him to leave the bed, even to go and eat. All he could do was sit in his bed and read magazines, and of course these were ones talking about how the Patriots were going to be the next perfect team and beat the New York Giants easily in the Super Bowl.

"Very soon," the doctor smiled as he pulled up a large screen, "We just have to give you an x-ray, to see if any additional damage was done to your bones. We actually didn't give you one yet because we were worried it would give you an overdose of radiation."

"No problem doc," Grimm said, smiling as he got up and got behind the huge screen, "I need to get back to the barracks soon. Those idiots may think I'm just trying to sleep in and not have to go through any work."

"Well let's just turn this on," the doctor began to press some buttons on a large monitor. The machine began to emit a churning sound, and suddenly, the x-ray lit up. Ben simply sat for a while, as the machine continued to take more and more pictures. After a moment, however, he began to feel a strange tingling.

"Hey doc!" he shouted, as he began to scratch himself, "Could you check me out again, this thing may be given me a rash!"

"I highly doubt that," the doctor chuckled, "But I think I have taken enough pictures," he said, as he turned off the machine, and then moving to the screen, "So let's just move this thing, and…Oh god!"

The doctor was horrified to see large cracks covering Grimm's skin. Not only did they appear as large gaping fissures in his skin, but the color of the skin was pure red. The corporal noticed the doctor's shocked face, and looked in the nearest mirror.

"What the hell happened to me!" he screamed.

* * *

"He apparently had molded with the rocks that had been kicked up by the explosion," a doctor explained to Colonel Fury, "Then the x-ray must have accelerated the process. He keeps on becoming larger and more stone like. If he doesn't become stable soon, than we won't be able to keep him here much longer."

"How come this always seems to happen to me?" Fury asked himself in agitation. He looked into the room, where Ben Grimm was writhing in pain. Already he had doubled in mass, and the bed he was being held on was creaking from the weight.

"I think we should try and get Dr. Banner to look at him," the doctor theorized, "He is the best man we have when it comes to radiation and nuclear affects."

"Alright," Fury sighed, "But tell that idiot if he messes up again, he's gonna be kicked out on the curb."

"Right."

* * *

"We have some new information on S.H.E.I.L.D.," Batman began, as he passed a folder to each of the members of the Justice League. The all were sitting at one large round table, and were waiting for what Batman had come up with during the past few days.

"From what I have gathered," The Bat began, "The organization is more or less a top secret military group for the U.S. government, thought they are technically not part of the Pentagon. They have been granted most new funds for development of new defense projects."

"Shouldn't that be the mission of the main three braches of the military?" Green Lantern asked; only to get a nod from Batman.

"They actually function as part of the Department of Homeland Security," Bruce continued, "President Obama moved most of the funds from NASA and the other branches of the military into that organization. Apparently, he thought it would be better for his image to keep any of the U.S.'s military developments a secret from the U.N. He didn't want to make himself seem unreasonable when someone suggested that the world completely disarm all nuclear missiles."

Everyone turned and stared at Superman, who slapped his forehead. "Never going to let that go, huh?" he asked the darker hero, who had the tiniest traces of a smirk on his face.

"Nope," he said, before turning back to the folder, "any way, we have reason to believe that the organization is currently hiding something after that blooper of a nuclear experiment last week."

"Who should we send?" Wonder Woman asked, "S.H.I.E.L.D. would consider it a threat to their power if we all went at once. We need to handle this by sending in those of us who will cause the least problems, and have the least personal enemies in the government."

"Fine," Batman admitted, "Iron Man, go with J'onn and Hawkgirl and try to find out what they are hiding."

"That sounds fine," Hawkgirl agreed, before continuing, "But why us?"

"Because," Batman explained, "Iron Man has yet to make anyone in the government angry, you are able to be angry enough to get some answers, and J'onn is there to reign you back in if you get to aggressive."

Batman then pressed a button on the desk, and suddenly a chart appeared, "There has also been a disturbance with a submarine only a few minutes ago. Green Lantern, Wonder Woman, Superman, and Thor, I will have you go and deal with that."

"That leaves me," the dark hero continued, "Spider-Man, Cap, and Flash will stay here and respond to any danger that appears from your missions."

"So in other words," Iron Man began, "While most of us are off doing missions, you are here, sitting on your butt."

Batman calmly pressed a button on his utility belt, which caused Iron Man's rockets to light up again, and send him barreling into the ceiling. The others calmly began to leave, as Iron Man again fell back to the ground in a heap.

"Maybe I should stop insulting him," Iron Man guessed, as J'onn calmly picked him up and carried him to the nearest javelin.

* * *

The javelin carrying Iron Man, J'onn, and Hawkgirl slowly landed next to the main building of S.H.I.E.L.D. headquarters, touching down on the earth and emitting steam as the main door opened. As the heroes stepped down, they were met by Fury and two dozen heavily armored soldiers.

"What do you want?" the colonel asked, glaring at the meta-humans.

"We're here to investigate some of your more recent activities," J'onn explained, "You have been cited for a nuclear accident, and we feel that the Justice League should investigate what went wrong."

"Fine," the colonel spat, "But you will see that there is nothing-"

"Colonel Fury sir!" Dr. Banner shouted as he ran outside of the building, "I have just managed to stabilize Corporal Grimm."

"Why would a corporal need stabilizing?" Iron Man asked, as he and the other heroes pushed pass the uptight colonel.

"Take us to him now," Hawkgirl declared, grabbing the scientist by the coat, "We might just get to see what the colonel's definition of fine is."

Fury was in a...well, he was in a fury. As they walked up the stairs, he glared daggers into the back of the scientist. His job would only get harder now.

* * *

"Wh-what's going-g on? What ha-happened to me-e?"

Ben Grimm, or at least the creature that at one time had been Ben Grimm, was bawling his eyes out. He no longer looked like the man he once was. He looked like a man maid of cracked clay. He was at least eight feet tall, and from what the doctors said, weighed a quarter of a ton.

"You can still cry," one doctor offered, "That means you still are somewhat human."

"I'll show you somewhat human!" Ben shouted, grabbing the doctor by the coat, and tossing him to the wall. Quickly, noticing the fear in the doctor's face, Ben restrained himself, and just returned his view to the ground in sadness.

"As you can see," Dr. Banner said from the other side of sound proof glass, "Poor Corporal Banner here is suffering from a great amount of Gamma Radiation."

Hawk Girl looked incredulous. She turned away from a steaming Fury, and glared at the Doctor. "I know radiation is bad," She growled, "But I don't think a person would turn into a walking pile of rocks from getting a blast of it."

"As I explained to Colonel Fury," the head medical doctor explained, "The rocks apparently were mixed into his DNA by the blast. From what I can see, he is now literally part man, and part rock."

"This is very serious," J'onn said softly, before turning back to Fury, "Do not worry, the League will provide any assistance possible in helping Ben Grimm return to his true form."

"No."

"What?' Iron Man asked incredulously.

"Grimm is part of S.H.I.E.L.D.," Fury explained quickly, "He is not up for League care. We at S.H.E.I.L.D can take care of our own."

"I can't believe this," Hawkgirl blanked, "He needs all the help he can get."

"He is also U.S. Army, and we don't think that some high and mighty judges in the sky have the right to take away our members without governmental approval."

Hawkgirl was about to use her mace on the one eyed soldier when J'onn grabbed her shoulder. Calming down, Hawkgirl walked behind the two other heroes and smashed a part a table, hopefully releasing some of her stress.

"Then we will contact the U.S. Government," Iron Man said, with a practically audible smirk, "I also think the press will love to hear about this. Holding a poor deformed man against his will. Using untested Nuclear Weapons without a warning being sent out. You, my friend, and your little S.H.E.I.L.D. too, are about to suffer one massive pay cut."

As the three left the room, Fury calmly pulled out his gun, and shot a vase, causing it to fall to the floor in pieces.

* * *

"Knew they were covering something up," Batman scowled as he sat in the Bat-Cave. He was glad he had kept Question on S.H.I.E.L.D. for the last few weeks. It had definitely paid off. This connection also had procured him several files on the new Project Avenger. Having seven new meta-humans was not something he wanted to deal with.

"So what should we do?" Iron Man asked over the intercom.

"I have a few friends in the press," Batman assured him, before hearing another beeping sound, "That's the others, talk to you later."

"Wait I-"

Bzzt

Batman was now looking up at Superman, who had a look of absolute exasperation on his face.

"You're not going to believe what I'm dealing with here. Just get down here; we need somebody to interrogate an assassin."

"Oh," Batman said, "Who was the victim?"

"King Arthur of Atlantis."

"…this cannot be happening to me."

* * *

"What are you doing!" Dr. Banner screamed at several workers carrying out large boxes from his office.

"They are doing what needs to be done."

Banner turned to see Fury standing at the end of the hall.

"You have been fired for your numerous failures," the soldier said coldly, "the nuclear accident, the injury of Grimm, and revealing classified information to a group who we have no ability to screen," He then turned back and walked into the elevator behind him, "You are no longer apart of S.H.E.I.L.D."

Banner just stood there, horrified, as the elevator door closed, leaving him alone with the movers. A second later, he cracked.

"You bastard!" the Doctor shouted, running towards the elevator, "You've taken everything from me!"

He began to punch the elevator button, looking at the floor that Fury was getting off at. "My life's work is in this program! I helped you found S.H.I.E.L.D.! I'm not about to let you throw me out as a scapegoat! You hear me Fury! I'm going to kill you!"

Suddenly, two workers ran up behind him and began to drag him away. Banner continued to wave his fist at the door, tears running down his eyes. The two soldiers, while feeling for the man, could not allow the death of their commander.

"I will kill you!"

* * *

"What is going on here?" A tall, blonde-bearded man shouted. He was standing in a large room adorned with golden shells. Across from him stood a man in golden armor, holding a gold trident, and wearing a large green hat.

"Why brother," the other man laughed, "You are here just in time for the destruction of the upper world. After all Arthur, they did try to kill the great king of Atlantis."

"I do not want this Orm," the man named Arthur declared loudly, "We will simply re-enter isolation."

"I am afraid that won't be happening," Orm said with distaste. Suddenly, he snapped his fingers, two guards rushed in grabbing Arthur, and pinning him to the ground. The king looked shocked at the development.

"What are you doing?" Arthur asked angrily, "I am your king!"

"Not anymore," Orm declared, "You lost your right to the royalty the minute you refused war. Now, I am the King!"

* * *

Bruce Banner calmly looked down into his lap. There was a picture of him and a young woman sitting together smiling. Suddenly, a tear drop hit the glass covering, as the poor man continued to sob. His throat was dry from hours without any drink. He was the type of man too intelligent to let himself be taken over by alcohol. Instead, he had to suffer the full power of his sadness without any numbing agent.

He had lost everything. His love was gone, his work was gone, and so was his reputation. Tomorrow his name would be dirt in every scientific community in the world.

And it was all because of Fury. If only he could get his hands on Fury. Then they would see who truly was in control.

"I want to kill him," Banner stammered, calmly getting up to go get a glass of water, "I want to strangle his little neck. I want to punch him so hard he has to eat steaks through a straw!"

As Banner continued his mutterings, he turned the water on, and went over to grab a glass. As he pulled it out, the first one fell to the floor, cutting his hand as it was smashed into a dozen pieces.

"Crap!" Banner shouted, anger increasing. At that moment, he saw blood coming from his hand. Green blood. Horrified, he ran to the sink, and quickly stuck his hand beneath the water. He then looked down, trying to see if his blood was turning red. But he was instead was greeted by an angry pair of green eyes.

"What's going on?" Banner screamed, stumbling back. His body was beginning to convulse. His arm was changing to a shade of vibrant green. He felt dozens explosions rip through his legs. Suddenly, he could even hear his voice begin to change. As his consciousness seemed to fade, his screams became deep roars. He tried his hardest to concentrate. One last time, he looked at the picture of his love.

And then there was no Bruce Banner left.

All there was…was a giant hulking mass.

A giant hulking mass…that wanted nothing more than to kill Colnol Fury.

"HULK SMASH!" the creature shouted, rushing out of the room, leaving rubble in its wake. It may no longer be Bruce Banner, but it still had his memories.

* * *

 _ **AN: I hope you like this new take on the Hulk and Thing's origins and as you can guess, next chapter...IT'S CLOBBERING TIME! Until next time…Sayonara!**_


	6. Chapter 6

"What the heck is wrong with the world?" Colonel Fury sighed, "Only a few months ago, I was a major leader in the Army, and on my way to being one of the greats. Now, my department has downsized me to one regiment, I'm stuck with mostly white collar bureaucrats who have never fired a weapon in their life, and my best scientists are either fired or showboating as superheroes," he calmly looked down at his phone, "maybe I should-"

He was unable to finish his thought, as suddenly, the alarm rang loudly.

 _ **Intruder Alert! Intruder Alert!**_

Suddenly, his secretary and two other men in suits rushed in. They both pulled out pistols, and ran up to either side of the colonel.

"What the hell is going on?" Fury asked. Suddenly the secretary pulled him on his feet, as the two suits lead the way.

 _ **Intruder Alert! Intruder Alert!**_

"We need to get you out of here sir," the young woman said, as they finally reached an elevator, "The intruder is after you."

Both suits pointed their guns at the door of the elevator, glad to see no one on it, and the four boarded the machine.

 _ **Intruder Alert! Intruder Alert!**_

"Who the heck want's to attack me?" Fury said with shock.

"It's Doctor Banner sir," she said sadly, "Or at least what's left of him."

 _ **Intruder Alert! Intruder Alert!**_

* * *

Air Force Captain Hal Jordan was not happy about the situation he was in. No, not happy at all.

Currently, he and about three dozen other men, armed with barely more than a handgun each, were standing in a large landing bay. They were all behind cover, and pointing towards the huge doors leading to the entrance of the facility. That corridor was supposed to have lasers and robots.

They were not working against whatever creature was after Fury.

Suddenly, he saw a large dent appear in the door. Dammit, that thing was trying to punch its way through the door. The head soldier, a lieutenant, was calmly ordering them to point their weapons towards the door.

'Why am I here,' Hal groaned in his mind, 'I wanted to fly planes, not fight at close range with monsters like this thing.' His wish was not granted, as the great steel door crumbled, revealing a huge savage beast.

The…hulking mass in front of them stood at least at ten feet tall. Every inch of the beast was a deep green. His hair sat on the top of a square head like grass. But his eyes, his eyes, they were the most fearsome thing ever. Bright green, orbs that seemed to burn like fire. Finally, he opened his giant mouth and screamed.

"HULK SMASH!"

"Oh damn," Hal stammered.

* * *

"Oh damn," Fury swore in shock as he saw Banner through himself at the soldiers and suits, scattering them with fear and strength. The bullets from their weapons did not damage, and only severed to anger the creature further.

"Sir," his secretary said in fear, "We need to get you out of here. We have a helicopter on the top floor."

"I can't leave," Fury growled, "I'd be a failure as a leader if I left my men to die at the hands of that monster." He then pressed down on the elevator, and the machine changed course.

"Sir," one of the suits stammered, "Are you mad?"

"No," Fury smirked, as he calmly held up a communicator with a large A on it, "I have back up."

He then pressed the large red button on the top of the device, and shouted, "Ultimates Assemble!"

* * *

Hal's day had gone from bad to worse. Right now, he was currently lying down on his back, several ribs broken, and he could see several of his comrades being thrown over his head. Finally, there seemed to be a temporary stop to the violence.

Then Hal was greeted to the Hulk looking down on him, eye to eye. At first, he could only see anger, but at the same time he could tell there was pain in the beast. The pain was overwhelmed by the anger though, so Hulk lifted its foot in the air, preparing to crush the pilot.

That was until he was sent backwards by a large shell hitting him in the face. As Hulk wiped away the smoke, both he and Hal got a look at a sexy redhead in spandex with a large bazooka on her shoulder. Hal would have whistled were it not for his cracked ribs.

"Hulk smash rude lady," the monster said, though his normal speaking voice sounded like something through a megaphone.

Hulk was not afforded that chance because, the instant he leapt towards Black Widow, a green and red bolt zoomed through the smoke, and promptly slammed into Hulk, sending the mass of Green muscle flying back. The Vision rose up into the sky above the downed Hulk, and saluted the suddenly present Colonel Fury.

Just as Hulk attempted to stand on both feet, the floor underneath him began to corrode. Before long, he fell through to the lower floor, and Spider-Girl jumped through the hole to join her teammates.

Fury walked over to Hal. "How are you doing son?" the older man asked.

"The only permanent damage is that I will never wear green again," Hal nearly chuckled, as he was carted off to the infirmary.

Hulk, momentarily dazed, glared back up at the hole, before jumping through it back into the air.

And face to face with a giant in red spandex. The realization just dawned on Hulk when Goliath backhanded the green beast, and sent him flying from the facility, smashing through the steel walls, and collapsing in a heap in the large empty lot adjacent to the S.H.E.I.L.D. Facility.

Finally, the giant green beast began to lift itself up, raising its body to its feet, only for a sudden barrage of missiles, bullets and beams erupted from the hole he had exited. Captain Atom, War Machine, and Pixie had all emerged from Facility, guns, arms, and weird blades blazing.

At last, a cannon rocket was released from War Machine's back, shooting up into the air, only to land on top of Hulk, causing a ten meter wide explosion. The other members of the Avengers slowly descended down to the yard, and joined together to look at the crater created by the explosion. Hulk was simply laying there, eyes closed. They all stood in shock.

"How has he not been obliterated?" Goliath asked to no one in particular.

"We need to get him in confinement," Fury said quickly, "Or else-"

But it was too late, as suddenly, Hulk exploded up from the crater, and slammed into Goliath's face. The giant began to totter on his heels as Hulk began to punch the snot out of him, before he finally collapsed back to the Earth.

"You!" Pixie screamed, flying straight for the giant creature. Needless to say, Hulk swatted her away very easily, sending her skidding across the ground. As Hulk turned his attention to the remaining Ultimates, it was War Machine who perhaps phrased it best.

"Oh damn!"

* * *

Bzzt

"Batman," J'onn said with astonishment when the black suited hero appeared on screen, "What is going on?"

"Listen," Batman said strongly, as J'onn could hear over the Javelin's screen the roar of the Bat-Plane, "I need you to turn back to S.H.E.I.L.D. headquarters; they are under a bit of a situation at the current moment."

The screen flashed to Hulk jumping around, chasing after Spider-Woman and War Machine. Captain Atom was seen in the background trying to provide some cover, but it was not accomplishing the goal that they intended for it. Hulk only got angrier, and soon landed on top of Captain Atom and aimed his fists towards the silver man.

"Ooh," Iron Man said in sympathy, "That has to hurt."

"Which is why I'm sending you to help," Batman stated, and before anyone of them could reply, he continued, "You are the closest ones to there, and we can't have something like that out loose on the streets of New York."

"Just us, huh," Hawkgirl guessed.

"Nope," Batman then switched the screen to show another Javelin leaving the Watch Tower, "Captain America, Flash and Spider-Man will be arriving as soon as possible. They should give you the fire power you need to take this thing down."

"What about you?" Iron Man asked.

"I got to go save Atlantis," Batman groaned, before signing off. The three heroes in the current Javelin looked at one another.

"Atlantis?" J'onn said in surprise.

* * *

"Keep firing," Fury orders Widow, as they hid behind cover, while War Machine attempted to hold them off. Spider-Woman was now handing from the side of the facility, still able to fight, but considerably weaker after taking a punch from Hulk. Vision was lying on the ground with one of his arms torn from his side.

"Sir," Widow's thick Russian accent sounded through the shouts and crashing, "I am afraid that our weapons seem to have no effect on him."

"Than what the hell are we supposed to do?" Fury growled.

His answer was War Machine Crashing into and destroying their cover, and sending both Widow and War Machine skidding into the nearest wall. Fury looked back up, and came face to face with the Hulk.

"You," Hulk growled, before suddenly his voice changed to that of Bruce Banner, "You ruined my life," suddenly, tears began to pour out from his eyes, and his voice switched back to the mad roar of Hulk, "Now I will smash you!"

Hulk raised his fist, intending to end his target right there and then, when a rather large mace collided with the back of his head. Hulk turned around to see both Hawkgirl and Iron Man floating in the air. Iron Man, cocky little jerk he is, calmly motioned the monster forward.

"Hulk Smash Tin Man and Bird girl!" and thus Fury would forever be grateful for Hulk's somewhat short attention span. Suddenly, he felt unearthly as he disappeared beneath the ground. Five seconds later he appeared back in the hanger, with the Martian standing behind him.

"What is that thing?" J'onn asked.

"It's Doctor Banner," Fury answered in frustration, seeing no other alternative, "He must have had some delayed reaction to the nuclear accident. Now he's nothing more than a mindless beast who wants nothing more than destruction."

"Most of the rest of the League are on another mission in the ocean," J'onn admitted, "So we will have to do our best until reinforcements can arrive. Hopefully we can keep any damage in the city to a minimum."

"Um," J'onn heard over the intercom, Iron Man sounding awfully nervous, "A little too late for that."

* * *

Unfortunately for our heroes, Hulk had decided to throw Hawkgirl several hundred yards over two buildings, so that she landed in the middle of a street. Luckily, nearly no one was on Yancy Street at two o'clock in the afternoon, so no casualties occurred.

Hulk, walking down the street, simply stood there as a missile from Iron Man slammed into him. The smoke quickly cleared, showing a completely undamaged Hulk in the explosion's wake.

"Damn it!" Iron Man shouted over his intercom, quickly hiding behind an exposed wall, "What will it take to bring this thing down?"

"Maybe I can help."

Iron Man looked up and saw War Machine hovering above him. War Machine then plummeted to the ground, in order to avoid a postal box that was thrown by Hulk. On the inside of his armor, Tony fumed.

"Why in God's name are you using my armor design?"

"No time for that," WM said curtly, sending a few bullets towards Hulk, "We need to work together if we stand a chance against this thing."

"Wait a minute," Iron Man said in shock, "Don't you work for S.H.I.E.L.D.? Why would you work with a vigilante like me?"

"Tony," Iron Man jumped as the War Machine facemask opened up, revealing a very familiar face, "It's me."

"Rhodey," Tony said, as his own facemask fell, "What are you doing?"

"When you closed down Stark Military production, I had to find a job somewhere," the African-American said curtly.

"But…how did you know it was me?"

"Even in a suit of armor," the mask on War Machine fell back into place, "You still are a show-boater."

With that, War Machine led Iron Man on an assault.

* * *

"It's a good thing I arrived when I did," Batman said confidently, as Aquaman was having his arm worked on.

"Why," Thor asked, "It was the queen who saved us," he stated while pointing towards Arthur's wife.

"Because," Batman said, holding up a holographic globe, "I managed to use some of Atlantis's communication system to make a tracker. With this, I can already tell that Orm is already making his way to the North Pole."

"And if he gets there," Superman reasoned, "Then he will melt the Northern ice cap and flood the world, wiping out all the Earth besides Atlantis."

"We'll just have to stop him before he can do anything," they saw Arthur get off the chair he had been sitting on to reveal a new hook hand, to replace the one he had cut off so he would be able to save his son from a volcano.

* * *

"Well that went well," Iron Man commented from his nearly ruined suit of armor.

"Oh," War Machine said as he laid in a similar condition. Their weapons had been useless against Hulk, bouncing of his green muscle toned exterior. Thus, they attempted to fight had to hand with the beast. That may just have been the single stupidest idea ever to have come across the face of the Earth, but what the hell, Iron Man is a genius ditz, so plans like these are bound to show up every so often.

Hulk, once again about do deal a death blow to an enemy, suddenly felt a tap on his shoulder. He turned around to see thin air. He then felt a tap on the other shoulder, only for no one to be in that location either. This was all very confusing to the Hulk. Finally, he felt a third tap, and looked there. He saw a skinny man in a full-body red leotard standing in front of him.

"Hello, ugly," Flash chuckled, as he threw a punch at the Hulk's face.

Crack!

"Yow!" Flash looked down at his hand to see at least two fingers broken. Hulk, just as he was preparing to give Flash a taste of his fist, heard several small taps from above, looked up, and saw a large metal sign with web attached to it. He then followed the web, and saw Spider-Man and Captain America attempting to pull the sign down on top of him. Finally, the sign gave way.

And Hulk caught it before it could even reach him. Hulk then, almost laughably, hurled the sign at the two heroes. Spidey managed to web-sling away from the building they were standing on, avoiding the certain pain that the sign promised. Cap, not able to move as quickly, held his shield in place and prepared to be hit by the sign.

As the sign crashed into Cap, Hulk turned back to see Flash gone, as well as Hawkgirl, Iron Man and War Machine.

* * *

"Why do I always have to be the distraction?" Flash lamented as he tried to shake the pain from his hand.

"Because you're so good at it," Hawkgirl answered snidely, calmly rubbing her head after the beating she took. Those on the ground had been joined by Spidey and Cap, who had luckily only been lightly wounded by the thrown sign.

"What should we do now," War Machine asked, "We can't take on that thing alone, he's already beaten all of us."

"Our main goal is to keep this thing in the same area," Cap said to the group, "That way, when the rest of the league arrives, we will be able to take it down with their power."

"That won't be necessary," they turned to see Goliath, Spider-Woman and Vision. All three had several injuries, though all could walk.

"Come on War Machine," Goliath said, "We can handle this thing on our own."

"Are you crazy?" Flash shouted, "That thing took you all out before, back when you all were fresh, how can you beat that monster now?"

"That is none of your business," Goliath stated matter of factly looked down on the younger man.

"Sir," Vision spoke up in a robotic voice, "My sensors indicate that our chances without the Justice League are twenty-five million to one against the Hulk. However, with the League, our chances improve two nearly ten thousand to one."

"Those still aren't good odds," Spidey pointed out, though no one seemed to pay attention.

"Believe me," Iron Man said, "Both me and War Machine went at that thing with full strength, yet we were barely able to put a dent into it.

"Even if we all fight together," Goliath admitted, "There is no way we can beat that thing."

"Um, guys," the all turned to see Flash pointing at Hulk tapping his foot while towering above them, "I think planning time is over."

* * *

"What was going on?"

Ben Grimm was still isolated several levels beneath the main S.H.E.I.L.D. Facility, and thus was not readily aware of what was going on up above him. Thus, he was rather shocked when he saw the medical wing covered with doctors rushing wounded men left and right. Before long, even his own room, which he had been held separately in for several weeks, was now being shared with a fighter pilot from the Air Defense system.

"A monster attacked us," Hal Jordan said solemnly, apparently having gotten over whatever qualms he might have had about Ben's appearance after the Hulk's attack, "We never stood a chance."

"No kidding," Grimm noted as he saw IV tubes being attached to soldier from his old platoon across the hall.

"That's not the strange part," Jordan admitted, "The strange part is that that thing was Dr. Banner."

"What?"

"I know," the pilot mused, "Apparently the accident affected him worse than we imagined, and he turned into that thing after a delayed reaction. And since he just got fired by Fury, he decided to take out his frustration on the Colonel."

"Poor guy," Ben then looked down at his hands, "I would never wish this fate on anyone. Sure he was an idiot about that test, but he tried to help me and make me better, and it's awful living like this."

"Can you move?" Hal asked.

"These eggheads put me through a few tests," Grimm admitted, "Nothing serious, I only really started working with them two hours ago, and then you guys started getting carted in here about an hour and a half after that."

"What can you do?"

"Can still walk fairly well, though I'm nowhere near my normal speed," Ben then tapped his chin, making a rather loud tapping from the stone colliding, "I can lift about twice my normal squat, but that was pretty easy."

Suddenly, they saw a large commotion of suits walking down the hallway past their room, proceeding both Fury and the Martian Man-hunter. They were both looking around, shocked by the damage to the men. Finally, Fury walked up to the head of the Medical Department, who just so happened to be working on Hal.

"How do the men look?" The commander asked.

"Luckily there appears to be no worry of death," the doctor assured him, "But most are not going to be available for use for several months."

"Dammit," Fury seethed, before turning to J'onn, "Any news from the Ultimates or League?"

"Yes, but none of it is good," J'onn said, "They are currently engaging Dr. Banner near the base, though they are sustaining heavy injuries."

"What about Superman and the rest of the League?"

"They are currently going to the North Pole to keep someone from melting it and causing a flooding of the world."

"…okay, that might just be mildly more important than this, but we need muscle out there now. Where exactly are they fighting that thing?"

"A small street only a few blocks away," J'onn said matter-of-factly, "Yancy Street."

"Wait a minute," all those present turned to Grimm, "Yancy, that's where I grew up," he began to grow frantic, "What's going on there?"

J'onn appeared to space off for a moment, before returning his gaze to the rock covered man. "There have been a few casualties so far, most people have already been evacuated, but several buildings have been destroyed."

"How many injured?" Fury asked, trying to plan what kind of evacuation force he could send.

"Maybe two dozen," J'onn stated, before turning towards the entrance, "I must go and assist the others. Dr. Banner has become too strong for them to handle."

"Just wait a second!"

The Martian turned back to see Ben pushing himself out of bed. The doctor shocked at this, tried to grab Grimm and push him back down.

"Please Corporal Grimm," the doctor said, "You haven't been cleared to even leave the base, let alone engage in physical combat."

"Shut it doc," Grimm muttered as he calmly placed the doctor on his old bed, calmly throwing his old patient smock on the man, revealing that he was only wearing blue trousers. He began to walk next to the Green alien, before Fury walked in front of him. Before he could say anything, J'onn intervened.

"Mr. Grimm does appear to have added some bulk due to his condition," the Martian offered, "And we will need all the raw power we can acquire to deal with Dr. Banner."

"Fine," Fury admitted, before calmly allowing Ben to pass him.

"So how are we gonna get to Yancy Street quick enough to help those guys?"

"Simple," J'onn grabbed Grimm's shoulder, turned them both immaterial, and flew both of them out of the building, and towards the battle on Yancy street.

* * *

The remaining heroes were doing their best to hold the Hulk back, though it was not going well. As Hulk began to attempt to squeeze the life out of the wounded Captain America, Goliath appeared behind him and attempted to pick him up. Hulk responded to this by grabbing Goliath's index finger and snapping it, causing the sixty foot being to howl in pain.

Hulk tossed Cap aside as he jumped into the air and slammed his feet into Goliath's jaw, sending the giant tumbling into a nearby building. Hawkgirl flew close to the ground, and slammed the beast's face with her weapon, circling around her several times before Hulk grabbed a fire hydrant and with precise aim, knocked her out of the sky.

Without their weapons, Iron Man and War Machine were nothing more than flying chunks of metal. Thus, as flying chunks of metal, they hurled themselves toward Hulk kamikaze style, only to be shocked at the lack of affect it had on him. Hulk merely walked over their non-responsive suits, before engaging Flash, Vision and the Spiders.

"What can we do?" Spider-Woman asked as she and Spider-Man dove behind a small standing wall, "We've already thrown everything we have at it, and nothing seems to slow him down even. My acid doesn't even seem to work."

"Yeah," Spider-Man gave her a look, "I should still probably sue you for copyright infringement."

"Oh shut u-oh" They both noticed Vision hurtle through the wall they were hiding behind, and lying down in a heap.

Hulk, seeing no more remaining adversaries, roared in triumph, before turning back towards the facility. It was time to finish this. He calmly walked past the downed heroes around him; none of them had been strong enough to compete with his rage.

Until of course a green alien swooped down and slammed a boot in his face, knocking him slightly off balance. Hulk righted himself and swung at J'onn, who, being able to become untouchable, did not even try to evade.

As Hulk uselessly swung punch after punch at the Martian, he was too busy to notice the rather loud steps sounding off from behind him. Thus, it was too late when a fist sent his head colliding with the pavement. Hulk looked up to see a giant orange rock monster standing before him.

"How ya doin' doc?" Grimm chuckled.

Hulk answered by kicking his opponent across the street, sending him crashing into a building. Instead of lying down in pain though, Grimm charged back at Hulk and gave a mighty punch, causing the green mass to skid backward.

Hulk lifted himself again, and glared at his enemy.

"HULK SMASH PUNY ROCK MAN!" the former doctor shouted.

"Oh yeah," Grimm growled, "IT'S CLOBERIN' TIME!"

Thus the two met in a match of strength. Each time one threw a punch, the other answered in kind, knocking them off balance and causing considerable damage. It was a brutal clobber fest, and to the casual observer, it would seem that it was an even match.

J'onn Jones was not a casual observer. He could see pieces of Ben chipped away with each punch Hulk delivered, and how Hulk was more easily able to recover, even by a fraction of a second. If the fight continued in this way for much longer, even the Thing would not be able to keep Hulk under control.

Spider-Man and Spider-Woman both jumped down next to the Martian. The sight of them gave him an idea.

"Spider-Man," J'onn asked, "Do you have any web left?"

"A little."

"Use it and help Mr. Grimm restrain Hulk," J'onn said decisively, "You too Spider-Woman."

"Um, I don't actually use webs."

"Then just help Grimm hold him."

"What are you going to do?" Spider-Man asked.

"I will go inside the beast's mind," J'onn said, causing a look of shock to cross both of the Spiders' faces, "Hopefully there is some vestige of Dr. Banner still in that mind of his, and we might still have a chance to end this."

Spider-Man slung his web around Hulk, constraining him for a moment. Then, Grimm gave Hulk a bear-hug, further constricting the beast's movements. As Spider-Woman grabbed onto the web with Spider-Man, in order to keep the web tight around Hulk, J'onn flew above Hulk, and hovered at just the height that allowed him to have direct eye contact. Hulk, who only seconds earlier, was trying to break free from his captors, fell silent and stopped moving.

* * *

 _(Inside the Hulk's Brain)_

The astral projection of J'onn was gliding through the twists and turns of the mind he had just entered. After several moments, he came upon a small cage, where he saw a familiar little man with glasses and a lab coat.

"Go away," Bruce Banner moaned as he sat wallowing in his cage, "I don't want to see anyone else."

"Dr. Banner," J'onn began, "We need you to take control of your body again."

"Why?" Banner shouted in anger, "So I can be locked away like a freak? So Fury can get away with whatever he wants?"

"Listen to yourself," the alien fired back, "You are not acting rationally."

"To hell with reason!" the Doctor turned from the alien, "I gave everything up for S.H.I.E.L.D. My job at the University, my seat on the international science council, I even gave up the love of my life so I could try and help S.H.I.E.L.D. become the defense that this country needs."

"And what does Fury do? He tosses me to the side like a rag doll when he feels like it. I was only giving my honest opinion, yet the instant you came and found Grimm; he set me up as a sacrificial lamb. This isn't between me and you, or anyone else. This is between me and Fury, no one else has to get hurt."

"It is far too late for that," J'onn said sadly, as suddenly he sent mental images of the wounded S.H.I.E.L.D. agents and heroes. For several moments, Banner sat there slack jawed, before tears began to form on his eyes, and rivers began to flow.

"My god," he cried, "What have I done."

"You must turn yourself in Dr. Banner," J'onn stated, "Otherwise more horrors will happen."

"I'm sorry," Banner began, and repeated, "I'm sorry, I'm sorry, I'm sorry, I'm sorry, I'm sorry…"

* * *

The Avengers and Justice League members all watched in wonder as the Hulk began to shrink. The beast's green hue also began to fade, and before long, the being that was once Hulk was no longer standing in the middle of the road.

All that was left was Bruce Banner, pleading in pain.

"…I'm sorry, I'm sorry, I'm sorry, I'm sorry…"

* * *

"So Dr. Banner was placed in isolation after that," Superman asked as he and the other members of the Justice League debriefed the wounded heroes in the Watchtower medical facility. All were laid up in bed, most, particularly Cap, and were nearly unable to move.

"No citizen was hurt, the bad guy was taken down, and I got a meatball sub waiting for me at home," Flash said as he slowly ignored his aching ribs and began to walk out, "All and all, that was a pretty good day."

"So what happened in the Artic?" Hawkgirl asked the currently uninjured superheroes.

"Ah," Thor began, "It was a glorious-"

"Shush," Iron Man said, as he turned the TV to the News Station, "They're talking about us."

"And the rampaging Hulk monster was stopped today from destroying New York," Snapper Carr said.

"Oh yeah," Iron Man chuckled, "Wait until you see my good side."

"This beast was defeated by S.H.I.E.L.D.'s new meta-human team, the Ultimates!," the Justice League looked shocked as the Avengers all stood on a stand and addressed the crowd of reporters.

"Those cheap skate liars!"

"Shut it Iron Man!"

"In particular," Snapper continued, "It was former US Army Corporal Ben Grimm who managed to go toe-to-toe with the beast, and bring him down to size. Mr. Grimm had this to say."

Suddenly, a camera got a close up on the rocky being that was Ben Grimm. The soldier got a big smile on his face. "I just have one thing to say to all those bad guys out there, don't mess with the Ultimates. Cause if you do, we will take you down. And I can guarantee you," he pointed one big thumb at himself, "The Thing will be the first one there to make sure you never think about something like that again.."

"That should be my conference!"

"Quiet Iron Man!"

"Well," Superman laughed as Batman stood beside him, "Looks like we got some competition."

Batman just silently looked at the monitor, and gave a small smirk as the Thing winked at the camera.

* * *

 _ **AN: Well that's it for this arc. It feels nice to be done with my first rather original part of the story. Don't worry, we will be getting back to Justice League storylines soon enough. Oh yeah, how many of you got the joke to comic fans. Anyone who finds it gets a virtual chocolate chip cookie.**_


End file.
